NYSE Listed Company Manual Section 312.03(b)

Key requirements:

• Listed companies must obtain shareholder approval before issuing common stock or convertible securities to an Active Related Party in a transaction or series of related transactions.
• This rule applies to transactions in which the number of shares of common stock to be issued exceeds either:
  • one percent of the number of shares of common stock; or
  • one percent of the voting power outstanding before the issuance.
• An Active Related Party is:
  • a director;
  • an officer;
  • a controlling shareholder;
  • a member of a control group; or
  • another substantial security holder that has an affiliated person serving as a director or officer of the company.
• Shareholder approval will not be required if the transaction is a cash sale for a price that is at least the Minimum Price.