Worth reading
36Immaterial
0–100. This measures how worthwhile something is to read, not how good or bad the company is.Direction
Neutral
Direction inferred from the company’s description.Scale
1244720
Shares equivalent (maximum)Wording
Conditional
How definitive the wording is.Details of issuance or disposal
Disposal of treasury shares as post-vesting stock compensation through performance share units (PSUs)
Who receives how much
Equivalent to a maximum of 1,244,720 shares (the Company's executive officers and other officers: 404,930 units, maximum 809,860 shares; the Company's employees: 15,140 units, maximum 30,280 shares; directors and other officers of the Company's subsidiaries: 202,290 units, maximum 404,580 shares)
The Company's executive officers and other officers6 / 809,860 shares
Employees of the Company4 / 30,280 shares
Directors and other officers of the Company's subsidiaries8 independent officers / 404,580 shares
The height of each bar represents the proportion of shares received by each allottee. The thin line below represents the number of existing shares to which these shares are added.
An amount per share determined by the Company based on the closing price of the Company's common shares in ordinary trading on the Tokyo Stock Exchange on the business day preceding the date of the Representative Executive Officer's decision regarding the disposal
Conditions on transfer restrictions
Restricted stock is stock awarded as compensation that cannot be sold during a specified period, with the restrictions lifted once the applicable conditions are met.
Transfer restriction period
In principle, 3 years (3 fiscal years) from the PSU grant date to the end of the performance evaluation period.
Conditions for lifting transfer restrictions
The recipient must remain an officer, employee or otherwise hold a similar position with the Company or an affiliated company continuously from the first day of the fiscal year in which the grant date falls through the end of the 3-year performance evaluation period, and must achieve performance conditions including total shareholder return. Achievement will be determined with a floor of 0% and a ceiling of 200%.
Reason for acquisition without consideration
All unvested PSUs will lapse if the recipient forfeits the PSUs before the vesting date, is sentenced to imprisonment or a more severe penalty, becomes subject to a petition for commencement of bankruptcy, civil rehabilitation or similar proceedings, becomes subject to attachment or the collection of delinquent public taxes and dues, or falls under any other specified circumstance predetermined by the Company.
Categories and Number of Persons Covered
6 of the Company's executive officers and other officers (404,930 units), 4 of the Company's employees (15,140 units), and 8 directors and other officers of the Company's subsidiaries (202,290 units)
Intended allottee's holding policy
PSUs may not be transferred to a third party, pledged or otherwise disposed of in any manner.
Basis for determining the amount to be paid
The amount will be determined based on the closing price of the Company's shares in ordinary trading on the Tokyo Stock Exchange on the business day preceding the date of the Representative Executive Officer's decision regarding the disposal, within the scope permitted by applicable laws and regulations and without being particularly favorable to the eligible recipients. The discount rate and premium rate are Not disclosed.
Procedures under the Corporate Code of Conduct
At the Compensation Committee meeting held today, a resolution was passed to introduce the plan and grant PSUs. Obtaining an independent third-party opinion and confirming shareholders' intentions are Not disclosed.
| Item | Details |
|---|---|
| Type of issuance or disposal | Disposal of treasury shares as post-vesting stock compensation through performance share units (PSUs) |
| Number of shares to be issued or disposed of | Equivalent to a maximum of 1,244,720 shares (the Company's executive officers and other officers: 404,930 units, maximum 809,860 shares; the Company's employees: 15,140 units, maximum 30,280 shares; directors and other officers of the Company's subsidiaries: 202,290 units, maximum 404,580 shares) |
| Issue price and disposal price | An amount per share determined by the Company based on the closing price of the Company's common shares in ordinary trading on the Tokyo Stock Exchange on the business day preceding the date of the Representative Executive Officer's decision regarding the disposal |
| Intended allottee | Category The Company's executive officers and other officers / Number of Employees 6 / Number of PSUs 404,930 units / Maximum Number of Shares 809,860 shares, Category Employees of the Company / Number of Employees 4 / Number of PSUs 15,140 units / Maximum Number of Shares 30,280 shares, Category Directors and other officers of the Company's subsidiaries / Number of Employees 8 independent officers / Number of PSUs 202,290 units / Maximum Number of Shares 404,580 shares |
| Intended allottee's holding policy | PSUs may not be transferred to a third party, pledged or otherwise disposed of in any manner. |
| Basis for determining the amount to be paid | The amount will be determined based on the closing price of the Company's shares in ordinary trading on the Tokyo Stock Exchange on the business day preceding the date of the Representative Executive Officer's decision regarding the disposal, within the scope permitted by applicable laws and regulations and without being particularly favorable to the eligible recipients. The discount rate and premium rate are Not disclosed. |
| Transfer restriction period | In principle, 3 years (3 fiscal years) from the PSU grant date to the end of the performance evaluation period. |
| Conditions for lifting transfer restrictions | The recipient must remain an officer, employee or otherwise hold a similar position with the Company or an affiliated company continuously from the first day of the fiscal year in which the grant date falls through the end of the 3-year performance evaluation period, and must achieve performance conditions including total shareholder return. Achievement will be determined with a floor of 0% and a ceiling of 200%. |
| Reason for acquisition without consideration | All unvested PSUs will lapse if the recipient forfeits the PSUs before the vesting date, is sentenced to imprisonment or a more severe penalty, becomes subject to a petition for commencement of bankruptcy, civil rehabilitation or similar proceedings, becomes subject to attachment or the collection of delinquent public taxes and dues, or falls under any other specified circumstance predetermined by the Company. |
| Categories and Number of Persons Covered | 6 of the Company's executive officers and other officers (404,930 units), 4 of the Company's employees (15,140 units), and 8 directors and other officers of the Company's subsidiaries (202,290 units) |
| Procedures under the Corporate Code of Conduct | At the Compensation Committee meeting held today, a resolution was passed to introduce the plan and grant PSUs. Obtaining an independent third-party opinion and confirming shareholders' intentions are Not disclosed. |
Items this document does not state (17)
Total issue valueAmount of funds to be raisedEstimated issuance expensesSpecific use of fundsPayment dateDilution RateTotal number of issued sharesExercise priceExercise periodNumber of Stock Acquisition RightsTotal Stock-Based CompensationUnderwriter / lead underwriterOverallotmentStock Split RatioMost recent equity financingMajor shareholders after the offeringImpact on Business Performance
These are items the company does not state in this document. We do not leave them blank, nor fill them in from other sources or by inference.
The reasons the company gives
The company's own explanation, not something inferred from the numbers.To grant PSUs to eligible recipients under the performance-based stock compensation plan. The number of shares to be delivered will be determined based on the achievement of performance conditions, including the Company's total shareholder return, during the performance evaluation period.
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