Stock Plan Proposals

This article discusses exemptions available under the NYSE and Nasdaq stock exchange listing rules that avoid the requirement for shareholder approval for awards granted in connection with a change-in-control (CIC) and can help avoid an M&A-related drain on the acquiror’s equity plan share reserve.

How ISS and Glass Lewis voting policies for stock plan proposals have changed for the 2021 proxy season.

Learn what's trending in stock plan proxy proposals within the technology sector.

Some employees are leveraging their status as shareholders (by way of being stock plan participants) to bring forward shareholder proposals.

This is a simple spreadsheet that provides an example of how to calculate how many years before shares will need to be allocated to a stock plan.

Sample proposal to request additional shares for an ESPP.

Considerations and alternative approaches for valuing awards

A peak inside the "black box" of proxy advisor policies

FW Cook’s fifth study of aggregate share-based compensation. This report covers the three-year period from 2014 to 2016, and includes the following: company-wide annual grant rates, overhang, frequency and prevalence of long-term incentive plan share requests, allocation of long-term incentive pools to the CEO and other proxy officers, and prevalence of employee stock purchase plans (“ESPPs”).

The NYSE FAQ on stockholder approval of stock compensation plans.

NASDAQ Listing Standards section 5635, which stipulates the requirements for shareholder approval of stock compensation plans.

NYSE Listing Standards Section 303A.08, which stipulates the NYSE's requirements with respect to shareholder approval of stock compensation programs.