TOKYO, May 08 (Pulse News Wire) – Yellow Hat Ltd. (9882.T) rejected shareholder proposals aimed at altering its capital policy during a board meeting held today.
The proposals, submitted by INTERTRUST TRUSTEES (CAYMAN) LIMITED SOLELY IN ITS CAPACITY AS TRUSTEE OF JAPAN-UP and Strategic Capital Co., Ltd., included changes to dividend distribution mechanisms and executive compensation structures. Regarding the proposal to shift dividend decision-making authority from the board to shareholders, Yellow Hat cited the need for flexible capital management in a rapidly changing market environment. The company emphasized that retaining control within the board allows for timely adjustments based on operational performance, cash flow, investment needs, and financial health. Additionally, combining dividends with strategic share buybacks provides a balanced approach to maximizing shareholder value while maintaining liquidity and optimizing capital efficiency.
For the proposal to distribute all surplus profits as dividends, Yellow Hat argued against rigidly fixing dividend payouts, which could hinder flexible funding allocation for growth investments such as store renovations and digital transformation initiatives. The company also noted that ongoing monitoring of market conditions ensures appropriate responses to potential liquidity risks without prematurely limiting beneficial options like share repurchases. Concerning the proposed modifications to executive stock-based compensation, Yellow Hat opposed the suggestion to base compensation solely on price-to-book ratio (PBR) differences compared to the average PBR of companies listed on the Tokyo Stock Exchange Prime Market. The company stressed that a more comprehensive evaluation process involving multiple metrics aligns better with long-term incentive goals and governance standards.
Furthermore, Yellow Hat refuted claims that its CEO's equity holdings fell below average monetary compensation, highlighting discrepancies in calculations due to recent stock splits.
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