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Updated FAQs Regarding New Rules on Stockholder Approval for Equity Compensation Plans (303A(8)) |
01/11/2005 |
As you are aware, the Exchange’s web site contains a list of FAQs regarding Section 303A.08 of the NYSE Listed Company Manual, which requires shareholder approval for equity compensation plans. On January 11, 2005, we posted an updated version of these FAQs to our web site. The update includes items that relate to (i) whether amendments to equity compensation plans to comply with Section 409A of the Internal Revenue Code require shareholder approval (question C-15); (ii) whether shares available under a plan of an acquired company may be used after the acquisition for grants to persons who were non-employee directors or consultants of the acquiring company or its subsidiaries prior to the acquisition (question E-6); and (iii) a revision of the answer to question F-1 to clarify that references to consultants in the rule include anyone for whom the company uses or would be permitted to use an S-8 registration statement to register the equity granted.
If you have any questions on this topic, please contact Janice O'Neill at (212) 656-2407 or Stephen Walsh at (212) 656-6240.
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