Source disclosure: February 13, 2026
TEIKOKU SEN-I Co.,Ltd. [3302.T]
TOKYO, Feb 13 (Pulse News Wire) – Teikoku Sen-i CO.,LTD. (3302.T) rejected a shareholder proposal submitted by NIPPON ACTIVE VALUE FUND PLC for its upcoming annual general meeting scheduled for March 27, 2026.
The board opposed the proposal due to concerns over excessive stock compensation and the introduction of restricted stock awards for outside directors. The proposal included three main items: approval of a restricted stock compensation plan, share repurchase, and changes to the number of outside directors. The board argued that their existing incentive structure, which combines fixed salaries with performance-based bonuses and equity grants, adequately aligns executive interests with shareholder value. They also noted that introducing restricted stock awards could undermine flexibility in director selection processes.
Additionally, the board disagreed with the proposed share buyback program, citing concerns over capital efficiency and long-term corporate value enhancement. Instead, they emphasized their commitment to executing the previously approved Board Benefit Trust-Restricted Stock (BBT-RS) scheme aimed at fostering closer alignment between executive remuneration and company performance. In another decision, the board resolved to amend the company's articles of incorporation to introduce the BBT-RS scheme, replacing unrestricted stock grants with those subject to holding periods. This move reflects the board’s intention to enhance accountability and transparency in executive compensation while maintaining a balanced approach to stakeholder engagement and corporate governance.
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