NIKKISO CO.,LTD. [6376.T]

TOKYO, Mar 27 (Pulse News Wire) – Nikkiso CO.,LTD. (6376.T) resolved today to distribute restricted shares as part of its executive compensation plan.

The distribution, set for April 24, involves transferring ordinary shares valued at ¥2,296 per share, totaling ¥39.0 million. The shares will be distributed among five directors, excluding non-executive outside directors and non-resident foreigners. The purpose of this measure is to incentivize long-term value creation and enhance shareholder alignment. In 2022, the company introduced a restricted stock award system aimed at motivating executives through equity-based incentives rather than cash payments. At the 81st Ordinary General Meeting held on March 30, 2022, shareholders approved the framework for this program, which limits annual issuance to 150,000 shares shares within existing monetary compensation budgets. At the 85th Ordinary General Meeting, the annual monetary compensation cap was confirmed to remain at ¥400 million.

Each recipient director will be subject to a vesting period beginning on April 24, 2026, until their departure from the board position. During this period, the shares cannot be transferred, pledged, or otherwise disposed of without approval. Vesting conditions include continuous service as a director during the fiscal year following the grant date. Upon meeting these criteria, restrictions will be lifted entirely or partially based on tenure served. The restricted shares will be managed in dedicated accounts at Daiwa Securities Group Inc. throughout the vesting period to prevent unauthorized transactions.

In case of significant organizational changes such as mergers or spin-offs, the company's board may lift restrictions proportionally based on time served as a director up to the effective date of the restructuring.

Original Disclosure (PDF)

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