SEIGAKUSHA CO.,LTD. [2179.T]

TOKYO, May 22 (Pulse News Wire) – Seigakusha CO.,LTD. (2179.T) resolved at its board meeting held, to introduce a restricted share compensation plan aimed at incentivizing directors to sustainably enhance the company's value while fostering greater alignment with shareholders.

The plan requires shareholder approval at the upcoming annual general meeting scheduled for June 26, 2026. Under the proposed plan, eligible directors would receive restricted shares either through direct issuance or by converting cash-based compensation into equity investments. The total number of ordinary shares issued annually under this scheme will be capped at 29,000. The aggregate amount of such compensation will also be limited to ¥12 million per annum, separate from existing cash compensation limits set at ¥20 million monthly.

Adjustments to these caps will be made based on changes in the company’s outstanding share count due to stock splits or consolidations. Shareholders will need to approve a dedicated budget for this new compensation framework at the AGM. Additionally, the company plans to enter into allocation agreements with participating directors, which will restrict their ability to sell, pledge, or otherwise dispose of the restricted shares until they cease holding designated positions within the firm. The share price for issuance will be determined based on the closing price of Seigakusha's ordinary shares on the Tokyo Stock Exchange prior to the relevant board resolution date, ensuring fairness.

Should the proposal gain approval, the company intends to extend similar benefits to its executive officers.

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