Must a company obtain approval from NASDAQ in order to utilize the “exceptional and limited circumstances” according to Listing Rule 5605(e)(3)?
No, a company may choose to rely on the exception without obtaining NASDAQ’s approval. A company that relies on this exception must disclose either on or through the company’s website or in the proxy statement for the next annual meeting subsequent to such determination (or, if the company does not file a proxy, in its Form 10-K or 20-F), the nature of the relationship and the reasons for the determination. In addition, the company must provide any disclosure required by Instruction 1 to Item 407(a) of Regulation S-K regarding its reliance on this exception. A member appointed under this exception may not serve longer than two years.
Related Questions
- Can a company rely on the "exceptional and limited circumstances" provision as set forth in Listing Rule 5605(c)(2)(B) if it has three or more independent directors on its audit committee?
- Must a company obtain approval from NASDAQ in order to utilize the "exceptional and limited circumstances" according to Listing Rule 5605(c)(2)(B)?
- May a company utilize a generic proxy proposal to obtain shareholder approval prior to entering into a transaction?
