NIPPON KODOSHI CORPORATION [3891.T]

TOKYO, Jun 24 (Pulse News Wire) – NIPPON KODOSHI CORPORATION (3891.T) resolved to distribute restricted shares to executives during a board meeting held. The distribution, scheduled for July 23, 2026, involves issuing ordinary shares worth up to ¥9,590 per share, totaling ¥21.0 million.

Four named directors will receive these shares based on their performance incentives and contributions to shareholder value. Under the new compensation system approved at the 91st Ordinary General Meeting of Shareholders on June 16, 2021, the company grants restricted stock units to internal directors to enhance motivation and align interests with shareholders. Each director receives cash awards totaling up to ¥50 million annually, which are converted into ordinary shares subject to vesting conditions. The restricted shares come with a holding period until the directors' positions terminate due to retirement or resignation.

During this period, the shares cannot be transferred, pledged, or otherwise disposed of without approval. Upon completion of the vesting period, restrictions are lifted, allowing free trading of the shares. However, if a director leaves prematurely for reasons other than normal retirement or death, the company retains the right to reclaim the shares. This distribution follows thorough deliberation by the Nomination Compensation Committee, considering the company's operational status, individual responsibilities, and overall circumstances.

The agreement ensures fair valuation, setting the issue price based on the closing price of NIPPON KODOSHI’s ordinary shares on the Tokyo Stock Exchange Standard Board on June 23, 2026, which was determined to be reasonable and non-favorable.

Original Disclosure (PDF)

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