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Stock Plan Proposals

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Conserving Equity Plan Share Reserves After M&A Transactions
May 24,2018

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.

Proxy Advisor Policy Changes for 2021
Jan 26,2021
Barbara Baksa

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

Trends in Stock Plan Proposals
Oct 24,2019
Jennifer Namazi

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

Employee Shareholders Become Activists
May 30,2019
Jennifer Namazi

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

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Sample Documents

Plan Duration Forecast
Oct 24,2019

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: Share Deficiency Situation
Mar 12,2012

Sample proposal to request additional shares for an ESPP.


Equity Values of a Different Flavor
May 22,2019

Considerations and alternative approaches for valuing awards

The ISS & Glass Lewis Scorecards: What You Need to Know
Feb 24,2016

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


Surveys & Studies

2017 Aggregate Share-Based Compensation
Sep 29,2017

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”).

Regulations & Statutes

NYSE Frequently Asked Questions on Equity Compensation Plans
Aug 18,2016

The NYSE FAQ on stockholder approval of stock compensation plans.

NASDAQ Listing Standards on Shareholder Approval of Equity Compensation Plans
Jun 30,2003

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

NYSE Listing Standards on Shareholder Approval of Stock Plans
Jun 30,2003

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

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The National Association of Stock Plan Professionals is the largest and oldest professional association for the stock and executive compensation community, with over two decades of leadership providing expert resources, education and other benefits for our more than 6,000 members across 32 affiliated chapters.


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