This is “Shareholder Approval for Equity-Compensation Plans”, section 1.6 (from appendix 1) from the book Governing Corporations (v. 1.0).
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An equity-compensation planA plan or other arrangement that provides for the delivery of equity securities, including options, of the listed company to any service provider as compensation for services. is a plan or other arrangement that provides for the delivery of equity securities (including options) of the listed company to any service provider as compensation for services. Equity-compensation plans can help align shareholder and management interests, and equity-based awards are often very important components of employee compensation. New NYSE and SEC rules require shareholder approval for stock option plans or other equity compensation plans and any material modification of such plans. These rules are subject to a significant number of exemptions, however. Separately, new accounting rules have changed the accounting of stock options.For more on this subject, see Chapter 8 "CEO Performance Evaluation and Executive Compensation" in this volume.