At the Board of Directors meeting held today, the Company reviewed the executive compensation system, resolved to introduce a restricted stock compensation system (hereinafter referred to as the "System"), and submitted a proposal regarding the System in June 2019. We would like to inform you that we have decided to submit the following matters to the 31st Ordinary General Meeting of Shareholders (hereinafter referred to as the "General Meeting of Shareholders") scheduled to be held on the 17th.
Record
- 1. Purpose of introducing this system, etc.
- (1) Purpose of introducing this system
This system provides incentives for the Company's directors other than outside directors (hereinafter referred to as "Eligible Directors") to continuously improve the Company's corporate value, as well as to further strengthen ties with shareholders. This is a system aimed at promoting shared value.
- (2) Conditions for introducing this system
Under this system, monetary remuneration claims will be paid as remuneration to eligible directors for the grant of restricted stock. , subject to shareholder approval.
The amount of remuneration for directors (including outside directors) of the Company shall be no more than 400 million yen per year at the 21st Ordinary General Meeting of Shareholders held on June 20, 2009. (Does not include employee salaries.) In addition to receiving approval, we will issue stock acquisition rights within the range of 80 million yen per year as compensation for stock options to directors, separate from the amount of compensation, etc. for the director concerned. The grant was approved at the 24th Ordinary General Meeting of Shareholders held on June 20, 2012. At this General Meeting of Shareholders, instead of abolishing the remuneration limit for stock options, we will newly introduce this system and set a new remuneration limit related to this system for directors eligible for grant of stock options. We request the approval of our shareholders.
- 2. Overview of this system
- The Directors to be granted the grants will pay all of the monetary compensation claims paid by the Company under the Plan as assets contributed in kind, and will be issued or disposed of shares of common stock of the Company. The total amount of monetary compensation claims to be paid to Directors subject to grants under the Plan shall be no more than 80 million yen per year (not including the salary for employees of Directors who are also employees of the Company). (However, this does not include the salary for employees of directors who are also employees. The Board of Directors will determine the specific timing and allocation of payment to each grantee director.
The total number of shares of common stock to be newly issued or disposed of by the Company under the Plan (the "Shares") shall be 40,000 shares per year. (However, in the event of a stock split (including gratis allotment of shares of common stock of the Company) or reverse stock split with an effective date on or after the date of resolution of this General Meeting of Shareholders, or in the event of any other event requiring adjustment of the total number of shares of common stock of the Company to be issued or disposed of as Restricted Shares, such total number shall be adjusted within reasonable limits) The amount to be paid per share shall be determined by the Board of Directors based on the closing price of the common stock of the Company at Tokyo Stock Exchange on the business day preceding the date of each resolution of the Board of Directors (or, if no transaction is effected on that date, the closing price of the immediately preceding trading day) to the extent not particularly favorable to the Directors to whom the shares are granted who subscribe for the shares.
In addition, upon the issuance or disposal of the Shares, the Company and the Granted Directors who are scheduled to receive the payment of the Share Remuneration with Restricted Stock Acquisition Rights agree that (i) the Shares may not be transferred to a third party, created as a security interest or otherwise disposed of for a period between 3 years and 5 years as determined by the Board of Directors of the Company, and (ii) if a certain event occurs, the Company shall pay the Granted Directors a gratis allotment of the Shares. (ii) In the event that certain events occur, the Company shall acquire the Shares for no consideration. During the Restricted Transfer Period, the Shares shall be managed in an exclusive account opened by the Granted Directors at a securities company designated by the Company, so that the Shares may not be transferred, pledged as collateral, or otherwise disposed of during the Restricted Transfer Period.
Under the Plan, in addition to the Directors to whom shares are granted, the Company plans to issue or dispose of new shares of common stock of the Company to employees of the Company who do not concurrently serve as Directors, by a resolution of the Board of Directors, by granting the same restricted stock compensation to them as to the Directors to whom shares are granted.
■The PDF of this release can be downloaded from the link below.
Click here for the PDF
Contact information for inquiries from media regarding this matter
○ SoftBank Technology Corp. Corporate Planning Division Corporate Planning Department
Email: sbt-ir@tech.softbank.co.jp
