With the goal of reflecting current compensation arrangements
and simpler public disclosure, the Toronto Stock Exchange (TSX)
has proposed amendments to its Company Manual related to the
disclosure requirements for security based compensation
arrangements, such as stock option plans or similar plans that
would result in the issuance of securities from treasury
(Compensation Arrangements). Through a new disclosure
form, Form 15, the TSX proposes to streamline the disclosure into
What has changed?
Maximum number of securities
issuable. Disclosure of the maximum securities available
to insiders or to one person or company would no longer be
The number of awards currently outstanding must still be disclosed,
however, if the award includes a multiplier, the maximum payout
under the multiplier must be used to calculate the number of listed
securities issuable under the award.
Burn rate. The burn
rate would be disclosed as a percentage, calculated as the number
of awards granted (net any cancellations) under the Compensation
Arrangement, during the most recently completed fiscal year
multiplied by any multiplier, if applicable, divided by the number
of issued and outstanding securities as at the beginning of the
most recently completed fiscal year.
specific disclosure regarding default vesting provisions and
whether vesting is time and/or performance based would be
no longer have to disclose the method for determining exercise
price, purchase price or the formula for calculating market
appreciation of stock appreciation rights.
amendments from the most recently completed fiscal year would need
to be disclosed. Previously approved amendments to the Compensation
Arrangement may be omitted.
Copies of Compensation
Arrangements. The issuer must disclose its website
and post a copy of any Compensation Arrangement.
Other Key Terms.
Disclosure of other key terms is no longer required for
annual meetings, but must be included in the meeting materials for
meetings that approve Compensation Arrangements.
Other items no longer
required. Gone is the requirement to describe the
term, entitlement on termination, assignability, amendment process,
financial assistance, and entitlements previously granted but
subject to security holder approval.
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