Yokohama offers stock compensation plan
Yokohama Rubber Company will propose a restricted stock compensation plan at the 142nd Ordinary General Meeting of Shareholders of the company to be held on March 29, 2018. The introduction of a compensation system that allots shares in the Company with restricted transfer rights to the Company’s members of the Board (excluding outside members) is planned to share with other shareholders the merits and risks of share price fluctuations.
In addition, the Plan will be implemented in light of Japan’s 2016 tax reform measures related to the timing of income tax on corporate executives. The Company’s 137th Ordinary General Meeting of Shareholders held on March 28, 2013, approved compensation for members of the Board of the Company of up to ¥570 million per year (excluding salary for members of the Board concurrently serving as employees). At the General Shareholders’ Meeting to be held on March 29, 2018, the Company plans to ask for shareholders’ approval of a framework under which the total amount of monetary compensation receivables to be paid to members of the Board (excluding outside members) via the allotment of Restricted Shares is to be set at a maximum of ¥300 million per year.
The amount to be paid for Restricted Shares shall be based on the closing price of the Company’s common stock on the Tokyo Stock Exchange on the business day prior to the resolution of the Board of Directors.
Directors to whom Restricted Shares have been allotted may not transfer the shares to third parties, establish a pledge or a security interest on the shares, use them as a gift, bequest them to another party or otherwise dispose of the allotted shares for a period of between five and thirty years.
The Company will be able to reacquire the Restricted Shares allotted to a member of the Board free of charge if the individual, to whom the shares have been allotted, resigns or retires as a member of the Board, officer or employee of the Company any time between the initial day of the Transfer Restriction Period until the day preceding the first subsequent Ordinary General Meeting of Shareholders, except when there are reasons deemed legitimate by the Board of Directors.