Equity Compensation Plans and Company Websites: TSX Disclosure Requirements

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May 26, 2016

On May 26, 2016, the Toronto Stock Exchange (TSX) published proposed amendments to introduce website disclosure requirements for TSX listed issuers and amend the disclosure requirements regarding security based compensation arrangements in the TSX Company Manual. Comments on the proposals are due by June 27, 2016.

What You Need To Know

  • Shareholder approval and TSX pre-clearance would still be required for security-based compensation arrangements—no rule changes are contemplated in these areas.
  • New disclosure would be required in proxy circulars about the impact of multipliers on the number of securities issuable; burn rates; and default vesting provisions.
  • Security-based compensation arrangements would have to be posted on listed companies' websites. This includes inducement grants and other individual awards not granted under a plan. Companies may want to consider amending their arrangements to remove confidential or competitively sensitive information.

Review the Amendments to Toronto Stock Exchange Company Manual (May 26, 2016) on the TSX's website and an article on the Torys LLP's website.

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