Bando Chemical Announces Notice Regarding Shareholder Proposal
May 15, 2023 at 12:00 am EDT
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On May 15, 2023, Bando Chemical Industries, Ltd. announced the shareholder proposal by Nippon Active Value Fund plc, the proposals submitted were as follow. (i) Approval of remuneration amount related to restricted stock compensation plan: Eligible Directors will be newly granted monetary compensation claims for granting restricted stock of up to 190 million yen, separate from the annual base remuneration, and the maximum number of shares to be granted is set at 181,000 shares. Outside directors and directors who are Audit and Supervisory Committee members will be granted compensation claims the total annual amount at 84 million yen or less, and the maximum number of shares granted will be 80,000 shares.
The transfer restriction period shall be three years from grant. (ii) Acquisition of treasury stock: within one year, the Company shall acquire common shares of the Company up to a total of 4,415,823 shares and a total acquisition price of 4,636,614,150 yen by delivering cash. (iii) Amendments to the Articles of Incorporation Concerning the Composition of Outside Directors: Outside directors should make up a majority of the company's directors.
At the meeting of the Board of Directors held on May 15, 2023, it resolved to oppose this shareholder proposal.
Bando Chemical Industries, Ltd. is a company mainly engaged in the manufacture and sale of automotive parts, industrial materials and high performance elastomer products. The Company operates through three segments. Its Automotive Parts segment involves in the manufacture and sale of transmission belt products for automobiles and motorcycles. Industrial Materials segment is engaged in the manufacture and sale of general industrial transmission belt products, other transmission products, carrying belt, transportation system products, and razor rolls. Its High Performance Elastomer Products segment is involved in the manufacture and sale of cleaning blade, high function roller and precision belt, among others. In addition, it is also engaged in the robot related business, import and export business, real estate business, insurance agency business and photovoltaic power generation business, among others.