Category Archives: Listing Requirements

Nasdaq Stockholder Approval of Equity Compensation—Trap for the Unwary

Public companies commonly use their equity as a component of incentive compensation awarded to their executives and other employees.

Under Nasdaq Listing Rule 5635(c), prior stockholder approval is generally required before a listed company may issue shares under an equity compensation plan or other arrangement.  To satisfy this requirement, public companies typically adopt and obtain stockholder approval of an incentive plan that provides for a reserve of shares that may be issued pursuant to various enumerated types of awards.… More

The Most Wonderful Time of the Year…Updating Your Annual D&O Questionnaires

Public companies listed on NASDAQ are now required to disclose annually certain payments (if any) made by third parties to their directors or director nominees.

D&O questionnaires related to the annual meeting of stockholders should include a question to determine whether there are any agreements, arrangements or understandings between a director or director nominee and any person (other than the company) relating to compensation or other payments (including non-cash payments) in connection with the director’s or director nominee’s service or candidacy as a director.… More