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ARTICLE · 07 FEBRUARY 2022

New TSXV Security Based Compensation Rules To Keep In Mind For Upcoming Proxy Season

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On November 24, 2021, the TSX Venture Exchange amended its Policy 4.4 – Incentive Stock Options and renamed it Security Based Compensation. While the amendments are comprehensive and wide-ranging...

CanadaCorporate/Commercial Law
Jennifer Traub
Jennifer Traub
Aamir Chherawala
Aamir Chherawala
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On November 24, 2021, the TSX Venture Exchange amended its Policy 4.4 – Incentive Stock Options and renamed it Security Based Compensation. While the amendments are comprehensive and wide-ranging, here are the most significant changes from the previous Policy 4.4, which may be relevant to our TSXV-listed issuer clients as we head into proxy season.

  1. Expanded the forms of security-based compensation;
  2. Added the hybrid plan and the fixed 10% plan;
  3. Added the concepts of "cashless exercise" and "net exercise" for stock options; and
  4. Permitted the issuance of certain types of securities as compensation.

EXPANDED FORMS OF SECURITY BASED COMPENSATION RECOGNIZED

The TSXV now has a formal policy that recognizes additional forms of security based compensation that can be governed by a security based compensation plan. In addition to traditional stock options, Policy 4.4 governs including deferred share units, performance share units, restricted share units and

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