TOKYO, Apr 17 (Pulse News Wire) – Gendai Agency Inc. (2411.T) announced today that its board of directors has approved the introduction of a restricted share compensation plan aimed at enhancing corporate value and fostering closer alignment with shareholders.
The plan will be presented for shareholder approval at the upcoming annual general meeting scheduled for June 26. Under the new plan, eligible executives will receive either ordinary shares or cash-settled stock appreciation rights, totaling up to ¥200 million annually. However, the actual amount paid out per fiscal year would be equivalent to ¥40 million. Additionally, the issuance or distribution of restricted shares will cap at 400,000 within a year of the shareholders' meeting date, though the total number of shares granted over five fiscal years could reach 80,000. Executives receiving shares will not need to make payments against those shares, while the price per share will be based on the closing price of the company's ordinary shares on the Tokyo Stock Exchange on the day preceding the board resolution approving the issuance or distribution.
In cases involving cash-settled stock appreciation rights, the payment amount will be determined by the board within a reasonable range to ensure fairness. Furthermore, the company plans to enter into restricted share allocation agreements with executives, prohibiting transfers to third parties during a certain period and allowing the company to acquire such shares free of charge under specific conditions. The agreement will also outline pre-determined conditions for lifting restrictions. Approval from shareholders is conditional for implementing this plan, as it involves altering existing executive remuneration structures. Shareholders previously agreed to approve executive compensation up to ¥200 million annually (with external directors capped at ¥12 million).
At the upcoming meeting, shareholders will be asked to endorse the new framework for restricted share compensation.
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