RE:RE:RE:October RSUsHey Forest, yes that's the language of the voting question, but the details of the amendments to the RSU and Stock Option plan are pretty basic and related to TSX compliance and reiterating allocation rules, as well as some good things like requiring shareholder approval in order to increase the number of shares available in the plan and/or change the exercise price of options, etc.
Here's some cut and paste from the information circular. It starts on page 20.
Amendments being made to the Stock Option Plan are as follows:
• amendments to conform the Stock Option Plan to the requirements of the TSX;
• adding insider participation limits that are compliant with the TSX Company Manual;
• including specific prospective Stock Option Plan amendment shareholder approval requirements;
• setting the maximum term of an Option at 10 years; and
• clarifying blackout periods, by including a provision for the automatic extension of expiry periods
to the extent they fall within a blackout period, to a date which is ten trading days following the end
of such blackout period.
Amendments being made to the RSU Plan are as follows:
• amendments to conform the RSU Plan to the requirements of the TSX;
• adding insider participation limits that are compliant with the TSX Company Manual;
• clarifying the vesting schedule of the Dividend Equivalent; and
• including specific amendment language for amendments that can be made without shareholder
approval.
There’s a bunch of details in the information circular, but here’s some highlights:
A summary of the material terms of the Amended and Restated Stock Option Plan is set forth below. The
summary information is qualified in its entirety by the full text of the Amended and Restated Stock Option
Plan, a copy of which is attached as Schedule “B” to this Circular. The plan provides that a maximum of
2,233,798 Options may be granted, representing 20% of the Corporation’s outstanding shares as at February
1, 2017 (the date of adoption of the Stock Option Plan). As of the date hereof, 59,084 Options (representing
0.1% of the Corporations outstanding shares as of the date hereof) remain available for grant and 1,269,035
Options are outstanding (representing 2.5% of the Corporations outstanding shares as of the date hereof).
Eligible Persons. Only directors, senior officers, employees and consultants of the Corporation or its
subsidiaries are eligible to receive stock options (“
Options”) under the Amended and Restated Stock Option
Plan.
Fixed Plan. The Amended and Restated Stock Option Plan is a fixed plan, such that the aggregate number
of common shares that may be issued pursuant to the Amended and Restated Stock Option Plan shall not
exceed 2,233,798 Common Shares. Options issued under the Amended and Restated Stock Option Plan that
are cancelled, terminated or expired prior to exercise of all or a portion thereof shall result in the common
shares that were reserved for issuance thereunder being available for a subsequent grant of Options pursuant
to the plan.
Limitations. The maximum number of Common Shares which may be reserved for issuance to any one
eligible person under the plan together with all other security based compensation arrangements and which
are subject to outstanding options granted under the Plan must not exceed five percent (5%) of the issued
Common Shares (determined at the date the Option was granted) in a twelve (12) month period, unless the
Corporation first obtains disinterested shareholder approval pursuant to the policies of the Exchange. The
number of Common Shares granted to any one consultant under the plan together with all other security based
compensation arrangements in a twelve (12) month period must not exceed two percent (2%) of the issued
Common Shares of the Corporation, calculated at the date the Option was granted to the consultant.
Notwithstanding the foregoing, shareholder approval will be required for any of the
following amendments to the Amended and Restated Stock Option Plan:
(i) increase the maximum number of Common Shares that may be optioned under the Amended and
Restated Stock Option Plan;
(ii) change the manner of determining the minimum price; or
(iii) effect a reduction in the exercise price or extension of the term of any options granted to an
insider.
Forestview wrote: Hey MikeStock, here is the wording:
3. To consider and if thought appropriate, pass, with or without violation, an ordinary resolution of disinterested shareholders approving amendments to the Corporation's stock option plan, as described in the accompanying MIC
4. To consider and, if thought appropriate, pass with or without variation, an ordinary resolution or disinterested shareholders approving amendments to the Corporation's restricted share unit plan, as described in the accompanying Manangement Information Circular
I'm not the sharpest knife in the drawer, so I'd love some insight on what exactly this means. Upon reflection, this seems that they are getting some Stock Options and RSUs regardless, it's just whether they're getting what they're currently on, or if it'll be an "enhanced" plan that's listed in the MIC.
Regardless. I said no to both.
MikeStock wrote: I don't have the voting docs in front of me, but I don't believe that is an actual voting decision. When I'm back home in a few days I can post the language related to the stock plan unless someone else has it handy.
Forestview wrote: So, now that the stock has tanked, what's the implication for the RSUs in October?
Also, now is a good reminder to vote ahead of the AGM against a new issue of RSUs for the management team. If you're ticked off, like most of us here are, vote. Let the management team and board know.