Proposed amendments were originally published for comment on January 26, Those proposed amendments have been approved and adopted as of September 18, with only non-material changes having been made in response to comments provided by the public and the OSC to the original proposals. Specifically, with respect to security-based compensation arrangements such as stock option plans , the amendments clarify the circumstances in which shareholder approval will be required when such arrangements are amended notwithstanding that a plan may contain provisions allowing the board to make changes without approval.

These circumstances include changes that: The amendments also clarify that with respect to an amendment to reduce the price or extend the term of options held by insiders or to remove or exceed the insider participation limit, votes held directly or indirectly by insiders benefiting from the amendment must be excluded. With respect to the remaining prescribed types of amendments, votes held directly or indirectly by insiders entitled to receive a benefit under the plan must only be excluded if the plan is not subject to an insider participation limit.

Amended and Restated Stock Option Plan

The term extension restrictions, in particular, could create issues for companies that, as part of a package, wish to allow a departing officer a longer period of time in which to exercise stock options than the often short standard period provided for in plans, and may suggest that plan amendments in this regard may be desirable. Add this blog to your feeds or subscribe by email using the form below.

TSX Notice of Approval: Amendments to Part VI of the TSX Company Manual

Stikeman Elliott Law Firm: TSX Manual amended to require shareholder approval for changes to security-based compensation arrangements Posted on September 18, The amendments become effective today, September 18, Corporate Governance , Executive compensation , TSX.

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