The NASPP Blog

NASDAQ has updated its FAQs on the requirements pertaining to shareholder approval of stock plans to align with the NYSE’s requirements when the plan is silent with regards to whether stock options can be repriced without shareholder approval.

Since the date the new listing requirements relating to shareholder approval went into effect, the NYSE’s rules have specified that repricings must be subject to shareholder approval unless the plan specifically states otherwise. The NASDAQ listing requirements, however, were not as clear.

Nevertheless, I think most practioners felt that, unless a plan specifically allows repricing withhout shareholder approval, shareholder approval would be required even under NASDAQ’s listing requirements. But now NASDAQ has made it official. In the April 13 update of their FAQs, NASDAQ updated the question “What is considered a “material” amendment to an existing equity compensation plan or arrangement?” to include the following language:

“…absent specific authorization in the plan, a repricing, or a similar action, would not be permitted without shareholder approval.”

I doubt there are any NASDAQ companies that have been or would be aggressive enough to reprice options without shareholder approval unless (1) their plan specifically allowed it (a la Google’s plan) or (2) they received an OK from NASDAQ to do so. But now, we know that the conservative approach is, indeed, the right way to go.

NASPP Conference Half-Off Rate Ends This Week
You have only a few days to take advantage of the NASPP’s “half-off” rate for the 2009 NASPP Annual Conference. We haven’t offered the Conference for a rate this low in many years and we aren’t likely to offer it again any time soon.  Don’t miss this opportunity–the “half-off” rate is only available until this Friday, April 24 (I wouldn’t count on this deadline being extended).

Reason #22 to Renew Your NASPP Membership: The NASPP Member Directory
With close to 7,000 members, the NASPP Member Directory is a veritable who’s who of stock compensation.  You can use the directory to look up contact information for any of your fellow members (but remember that the directory is designed to facilitate networking among our members and cannot be used for solication purposes).

NASPP “To Do” List
We have so much going on here at the NASPP that it can be hard to keep track of it all, so I keep an ongoing “to do” list for you here in my blog. 

• Register for the 17th Annual NASPP Conference–“half-off” all member registrations received by April 24.
• Make your hotel reservations for the NASPP Conference.
• Renew your NASPP membership for 2009 (if you aren’t an NASPP member, join today).
• Register for the NASPP’s online course “Stock Plan Fundamentals.”

– Barbara