TSX Seeks Comments on Restricting Inducement Compensation
Published: Wednesday, 23 February 2011
February 2011 - The Toronto Stock Exchange (TSX) proposes to limit the security-based compensation that can be issued, without shareholder approval, to officers as an inducement to enter into employment with the issuer.
Currently, subsection 613(c) of the TSX Company Manual provides that no shareholder approval is required if the securities issuable to an officer as an employment inducement do not exceed 2% of the number of securities outstanding. The TSX is concerned that the limit of 2% per person could result in excessive dilution without shareholder approval, particularly if several officers are issued securities as part of a corporate reorganization.
Pursuant to the proposal, no shareholder approval will be required if the aggregate number of securities made issuable to officers as employment inducements in any 12-month period does not exceed 2% of the number of securities outstanding, prior to the date this exemption is first used during such 12-month period.
Comments on the proposed amendments should be in writing and delivered by March 7, 2011 to:
A copy should also be provided to: