Does NASDAQ require shareholder approval of “parallel nonqualified plans”?
No. Listing Rule 5635(c) specifically grants an exception to the shareholder approval requirement for parallel nonqualified plans. Please note that these plans are subject to approval by either the company’s independent compensation committee or a majority of the company’s independent directors. Similar plans for the company’s non-U.S. employees, which provides features necessary to comply with applicable non-U.S. tax laws, are also exempt from shareholder approval.
No. Listing Rule 5635(c) specifically grants an exception to the shareholder approval requirement for parallel nonqualified plans. Please note that these plans are subject to approval by either the company’s independent compensation committee or a majority of the company’s independent directors. Similar plans for the company’s non-U.S. employees, which provides features necessary to comply with applicable non-U.S. tax laws, are also exempt from shareholder approval. (Updated: April 13, 2009) Is a plan that provides non-U.S. employees with substantially the same benefits as a Section 401(a) plan, Section 423 plan, or parallel nonqualified plans that the listed company provides to its U.S. employees, but for features necessary to comply with applicable foreign tax law, also exempt from shareholder approval under Listing Rule 5635(c)(2)? Yes. IM-5635-1 provides that an equity compensation plan that provides non-U.S. employees with substantially the same benefits as comparable tax qualifie
