NYSE listing requirements which APH needs to meet APH is required prior to listing on the NYSE to have shareholders approve equity compensation for directors as per 303A.08 Shareholder Approval of Equity Compensation Plans required by the NYSE
https://wallstreet.cch.com/LCMTools/PlatformViewer.asp?searched=1&selectednode=chp_1_4_3_1&CiRestriction=independent+AND+director&manual=%2FLCM%2FSections%2Flcm-sections%2F
This will be discussed at the ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS
to be held on November 2, 2018 as per the Managment Information Circular. below
Omnibus Incentive Plan
Under the Omnibus Incentive Plan, directors, officers, employees of the Company and/or its affiliates
(“Aphria Personnel”) are eligible to receive a variety of equity-based awards that provide different types
of incentives. The Omnibus Incentive Plan will facilitate granting of common share purchase options
(“Options”), restricted share units (“RSUs”) and deferred share units (“DSUs” and collectively with the
Options and RSUs, the “Awards”), representing the right to receive one Common Share in accordance
with the terms of the Omnibus Incentive Plan. The following discussion is qualified in its entirety by the
text of the Omnibus Incentive Plan.
The Omnibus Incentive Plan is considered an “evergreen” plan, since the Common Shares covered by
grants which have been exercised shall be available for subsequent grants under the Omnibus Incentive
Plan and the number of Common Shares available to grant increases as the number of issued and
outstanding Common Shares increases.
The Company’s existing compensation program (prior to giving effect to the adoption of the Omnibus
Incentive Plan) provided for total compensation for Aphria Personnel in various roles that comprised of
base salary (fixed cash amount), short-term performance incentives (variable cash award) and long-term
equity-based incentives (stock options and deferred share units). The ability to issue restricted share
units (including performance-based restricted share units) is the primary differentiating factor between
the two compensation programs.
Under the Omnibus Incentive Plan, the maximum number of shares issuable from treasury pursuant to
Awards shall not exceed 10% of the total outstanding Common Shares from time to time less the
number of Common Shares issuable pursuant to all other security-based compensation arrangements of
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the Company (consisting of (i) the existing Amended and Restated Stock Option Plan (the “Existing
Option Plan”) and the existing Amended and Restated DSU Plan (the “Existing DSU Plan”), each
approved at the Company’s annual general meeting in 2017); and (ii) legacy options issuable in
connection with Company’s acquisition of Nuuvera Inc. (“Nuuvera”) in March of this year)).
The number of Common Shares issuable to insiders, at any time, under all security-based compensation
arrangements of the Company, may not exceed 10% of the Company's issued and outstanding shares;
and the number of Common Shares issued to insiders within any one-year period, under all security
based compensation arrangements of the Company, may not exceed 10% of the Company’s issued and
outstanding Common Shares.
Also some independant directors are being nominated . Approval of these directors will occur at the meeting.
In conclusion do not expect any NYSE uplisting announcement before Nov 2.
So do not expect an NYSE listing announcement before.