Governance structure
Company with an Audit and Supervisory CommitteeWhen one company holds most of the voting rights, its wishes are more likely to prevail in management. How the interests of minority shareholders are protected is a key issue.
The company plans to revise the existing RSU plan and introduce a PSU plan and a paid stock option plan. Malus and clawback provisions and other matters will be clarified.
| Item | Details |
|---|---|
| Corporate Governance Structure | Company with an Audit and Supervisory Committee |
| Committee | Audit and Supervisory Committee (percentage of outside members: not disclosed) |
| Controlling shareholder | The company defines the acquisition of more than 50% of voting rights by a party other than Bakkt Holdings, Inc. and its affiliates as a change in control, but the names of the controlling shareholder and parent company and their voting-rights ratios are Not disclosed. |
| Changes this time | The company plans to revise the existing RSU plan and introduce a PSU plan and a paid stock option plan. Malus and clawback provisions and other matters will be clarified. |
| Share-Based Compensation Limit | 6,780,000 shares (common limit for the three plans) |
| Dilution | Approximately 10.0% of the total number of shares on a fully diluted basis. Treasury shares totaling 3,396,257 shares will be used preferentially, resulting in expected effective additional dilution of approximately 5.0%. |
Items this document does not state (4)
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 strengthen the commitment of directors and executive officers to enhancing corporate value over the medium to long term and promote value sharing with shareholders. As the digital asset treasury business and the pre-IPO investment business create corporate value through the medium- to long-term enhancement of asset value and the accumulation of investment returns, the company determined that a compensation system not overly weighted toward short-term performance would be appropriate.