当社は、2024年8月30日開催の取締役会において、当社第20期定時株主総会で決議された「取締役（監査等委員である取締役及び社外取締役を除く。）に対する事後交付型株式報酬に係る報酬制度導入に伴う報酬改定の件」に基づき、当社の取締役に対して、事後交付型リストリクテッド・ストック・ユニット（以下「RSU」）及びパフォーマンス・シェア・ユニット（以下「PSU」）を付与することを決定いたしました。併せて、当社の執行役員及び一部子会社の取締役、執行役員に対して同様の制度を導入することを決議し、RSU及びPSUを付与することを決定いたしましたので、下記のとおりお知らせいたします。Announcement regarding the granting of Post-Delivery Restricted Stock Units (RSU) and Performance Share Units (PSU)
3 people
(Equivalent to a total of up to 52,700 RSUs)
Company executives and directors and company executives of subsidiaries
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Record
- (2) Overview of RSUs
The stock compensation system related to RSUs is that the Company grants a specified number of RSUs to eligible persons, and if the eligible persons meet certain conditions such as holding a position as a director, executive officer, or employee of the Company or its subsidiary with a shareholding ratio of 50% or more during a period predetermined by the Company, the RSUs will be vested. In such case, the Company will grant the same number of the vested RSUs (hereinafter referred to as "Number of Shares to be Granted in this Allocation 1") as common stock of the Company (hereinafter referred to as "Company Stock") or cash (the number of shares to be granted and the percentage of cash to be granted shall be determined by the Company's Board of Directors, taking into account the tax burden on the eligible persons).
Our directors | The stock compensation system for PSU involves the company granting a predetermined number of PSU to eligible individuals. If the eligible individuals achieve the predetermined performance targets during the specified period, the corresponding number of PSU will be vested. The company will then provide an equal number of company shares or cash (the ratio of shares and cash to be provided will be determined by the company's board of directors, taking into account the tax burden of the eligible individuals). | September 1, 2024 |
Granting of PSU | 59 people (an increase of 39 from the previous year). | 当社取締役 |
3 people
(Rights vesting between 0 and a total of 634,400 PSU, depending on the achievement rate of performance goals)
(Equivalent to a maximum of 634,400 shares of PSU in total)
Company executives and company subsidiaries' directors and executives.
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- (Based on the achievement rate of performance targets, up to a maximum of 1,155,200 shares of PSU)
0 to a maximum of 1,155,200 shares of PSU
Our directors | The stock compensation system for PSU involves the company granting a predetermined number of PSU to eligible individuals. If the eligible individuals achieve the predetermined performance targets during the specified period, the corresponding number of PSU will be vested. The company will then provide an equal number of company shares or cash (the ratio of shares and cash to be provided will be determined by the company's board of directors, taking into account the tax burden of the eligible individuals). | Method and timing of the delivery of our company's shares (3) Date of PSU grant |
September 1, 2024 | 59 people (an increase of 39 from the previous year). | Method and timing of the delivery of our company's shares After the rights have been determined, our company will deliver the number of shares① and the number of shares② of our company's shares (excluding the shares to be delivered in cash as monetary compensation rights) to the eligible recipients in exchange for their contribution of the monetary compensation rights as determined by the resolution of our company's board of directors for the disposal of treasury stock based on the decision of our company's board of directors. |
In the event that there is a fraction of less than one unit when our company's shares are delivered, it will be rounded down before the delivery.
The amount to be paid per share of our company's shares disposed of under this system will be determined based on the closing price of our company's shares in the ordinary trading on the Tokyo Stock Exchange on the business day immediately preceding the date of the resolution of our company's board of directors related to the disposal (or, in the event that there was no trading on that day, the closing price on the most recent trading day), within the range permitted by the relevant laws and regulations, to ensure that it is not particularly advantageous to the eligible recipients.
Treatment in the event of organizational restructuring or other reasons
In the event that a motion for a merger agreement in which our company becomes the disappearing company, a share exchange agreement in which our company becomes a wholly-owned subsidiary, a plan for the transfer of shares, or other organizational restructuring is approved at our company's general meeting of shareholders (provided, however, that in the case where the approval of our company's general meeting of shareholders is not required for such organizational restructuring, it is approved by our company's board of directors), or in the event that other reasons specified by our company occur and the eligible recipients will retire from any position as an officer or employee of our company or its subsidiaries as a result of such organizational restructuring, our company's board of directors may, by resolution, issue a reasonable number of our company's shares, cash, or the counterparty's shares in the organizational reorganization transaction, etc.
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Above.
