Is shareholder approval required of a plan or arrangement that permits an employee or director to use cash payments from the company to purchase stock at market price?
A plan that permits the purchase of stock for cash does not require shareholder approval if such purchase is at the discretion of the participant and is at or above market value. This is permissible under Listing Rule 5635(c)(2), which provides an exemption from NASDAQ’s shareholder approval rules for equity compensation plans or arrangements that merely provide a convenient way to purchase shares on the open market or from the company at fair market value. Such purchases can be made on an immediate or deferred basis.
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