DIGITAL HEARTS HOLDINGS Co.,Ltd. [3676.T]
TOKYO, May 22 (Pulse News Wire) – Digital Hearts Holdings CO.,LTD. (3676.T) plans to seek shareholder approval for its equity compensation plan at its upcoming annual general meeting scheduled for June 25.
The company intends to transition to becoming a corporation with a board of auditors contingent upon shareholder consent during the meeting. Under the proposed plan, non-outsider directors and audit committee members would receive restricted stock grants based on monetary claims. The total amount of such claims would be capped at 2 billion yen annually, excluding remuneration for executive directors who also serve as employees. This structure remains consistent with the previous scheme introduced in 2021, except for the expanded scope of eligible directors. Each director receiving shares under this program would contribute the entire monetary claim as capital contribution to obtain ordinary shares of the company. The number of shares issued or distributed per year would be limited to 260,000 shares.
Adjustments could be made reasonably should unforeseen circumstances necessitate changes in share count due to events like stock splits or consolidations. To ensure long-term value sharing through equity, the restriction period for these shares starts from their issuance until the respective director leaves their position within the company's board or management team. Specific distribution times and allocations will be determined by the board of directors. Additionally, the subscription price per share will be set based on the closing price of the company’s ordinary shares on the Tokyo Stock Exchange prior to the board resolution day, ensuring fairness without favoring individual directors excessively. Furthermore, the company will enter into a restricted stock allocation agreement with participating directors, prohibiting them from transferring, pledging, or otherwise disposing of allocated shares during designated periods. In certain circumstances, the company reserves the right to acquire these shareswithout payment.
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