Press Releases 2020
SoftBank Corp. (hereinafter the “Company”) hereby announces that the Board of Directors, as of May 21, 2020, pursuant to Article 370 of the Companies Act of Japan and Article 23 of the Articles of Incorporation, reviewed the directors’ compensation plan and resolved to introduce a restricted stock compensation plan (hereinafter the “Plan”). The Company will submit a proposal regarding this Plan to the 34th Ordinary General Meeting of the Shareholders scheduled to be held on June 24, 2020 (hereinafter the “General Meeting of the Shareholders”).
1. Purpose and conditions regarding the introduction of the Plan
(1) Purpose of introducing the Plan
The Plan is introduced in order to provide an incentive for the Company’s directors, excluding outside directors (hereinafter the “Eligible Director(s)”) to continuously improve the Company’s corporate value, and to promote further shared value with shareholders.
(2) Conditions for the introduction of the Plan
Since the Plan consists of monetary compensation to be proposed for granting restricted stocks to the Eligible Directors, its introduction is subject to the approval of shareholders on the provision of this compensation.
At the Extraordinary General Meeting of the Shareholders held on March 6, 2018, the compensation amount for directors of the Company was approved to be within 2.5 billion yen per year, and separately from this compensation amount for directors, stock acquisition rights were approved to be granted to directors as stock options in an amount within 1.5 billion yen per year. At the General Meeting of Shareholders, the Company will request shareholders’ approval to abolish the provisions for the compensation amount relating to the stock acquisition rights for the purpose of granting stock options to the aforementioned directors and to establish a compensation portion for this Plan for the Eligible Directors. Provided that the introduction of this Plan will be approved at the General Meeting of Shareholders, the allotment of stock acquisition rights to the above directors for the purpose of granting stock options based on the aforementioned provisions for the compensation amount shall not be made in the future.
2. Overview of the Plan
The Eligible Directors shall make in-kind contribution of all monetary compensation claims to be provided by the Company according to the Plan, and shall, in return, receive the Company’s common shares that will be issued or disposed of by the Company. In addition, the total amount of monetary compensation claims to be paid to the Eligible Directors based on the Plan shall be within 1.5 billion yen per year (excluding the portion of employee’s salary for directors who concurrently serve as employees). Specific timing of payment thereof and allocation to each of the Eligible Director shall be determined by the Board of Directors.
The total number of common shares to be issued or disposed of by the Company in this Plan (hereinafter the “Shares”) shall be 1 million or less per year. (In the event of a share split (including the allotment of Company’s common shares without consideration) or share consolidation of the Company’s common shares with an effective date that is on or after the resolution date of this General Meeting of the Shareholders, or other events where total number of common shares of the Company to be issued or disposed of as restricted stocks needs to be adjusted, the said total number of shares may be adjusted to a reasonable extent.) The amount to be paid-in per share shall be decided by the Board of Directors based on the closing price of the Company’s common share on the Tokyo Stock Exchange on the business day immediately preceding the date of the resolution by the Board of Directors (or the closing price on the transaction day immediately prior thereto if no transaction is made on such business day), to the extent that will not constitute an especially advantageous sum with respect to the Eligible Directors subscribing to the Shares.
In addition, the issuance or disposal of the Shares shall be subject to the conclusion of a Restricted Stock Allotment Agreement including the following items between the Company and each Eligible Director who is scheduled to be provided with the restricted stock compensation:
1) The Eligible Director shall not transfer, create a security interest on, or dispose of the Shares until the Eligible Director retires as director, and
2) The Company shall acquire the Shares without consideration in the case where certain events occur, etc.
During the transfer restriction period, the Shares shall be administered in accounts that will be specially opened in Mizuho Securities Co., Ltd. by the Eligible Directors in order to ensure that the Eligible Directors neither transfer, create a security interest on, nor otherwise dispose of the Shares during the transfer restriction period.
Provided that the introduction of this Plan is approved at the General Meeting of Shareholders, the Company plans to provide monetary compensation claims to the Eligible Directors for compensation, and in return of in-kind contribution of all monetary compensation claims made by the Eligible Directors, to issue or dispose of common shares of the Company up to 420 thousand shares to the Eligible Directors in the fiscal year ended March 31, 2020.
In addition to the Eligible Directors, the Company plans to issue or dispose of common stock of the Company to Executive Officers who do not concurrently serve as a director with the same restricted stock compensation as for the Eligible Directors, by a resolution at the Board of Directors meeting.
The issuance or disposal of common shares of the Company to the Eligible Directors and the Executive Officers who do not concurrently serve as a director based on the Plan shall be announced once the Board of Directors resolve it.