InterDigital Inc (IDCC)

[blueskywaves]

LOL. Once again we have another clear example of how some of IDCC's own shareholders are just little too eager to paint their management in the worst possible light and hold the company to impossible standards even at the expense of its competitiveness. In this case, the issue is now IDCC's equity incentive plans not approved by shareholders!


SEC Adopts New Disclosure Rules for Equity Incentive Plans
January 7, 2002

In its continuing effort to provide full and fair disclosure to the investing public, the Securities and Exchange Commission voted unanimously on December 19, 2001, to adopt amendments to the disclosure requirements applicable to proxy statements and annual reports under the Securities Exchange Act of 1934.

These amendments enhance disclosure of the number of shares to be issued upon exercise of outstanding options, warrants and rights granted to participants in equity incentive plans, as well as the number of securities that remain available for future issuance under these plans, including plans which have not been approved by shareholders.

Companies must be in compliance with the new disclosure rules for their Form 10-K filed for fiscal years ending on or after March 15, 2002, and for proxy statements for shareholder meetings on or after June 15, 2002.

BACKGROUND

.......Prior to the SEC’s new changes, companies were under no obligation to disclose the total number of securities remaining available for future issuance. Some companies voluntarily disclosed the remaining number of shares that were available for future grant under existing plans in the text or tables of an annual report footnote. Often, however, this number was difficult to find since it was not required to be in a designated location or format.

Additionally, the issue of whether stock option plans should require shareholder approval has been an ongoing debate between companies, institutional investors and concerned individual shareholders. Currently, companies are able to avoid shareholder approval if the stock option plan is “broadly based” or, for companies listed on the New York Stock Exchange, if they use treasury shares to satisfy option exercises.

Prior to the new changes, disclosure rules made it difficult to determine whether a company had adopted a stock option plan without shareholder approval or was using treasury shares to satisfy option exercises.....

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