NYSE Listed Company Manual Section 312.04

Section 312.04:

• Explains how companies determine whether shareholder approval is required under Section 312.03.
• Requires companies to obtain shareholder approval whenever any Section 312.03 provision triggers that requirement.
• Requires companies to consider shares that could be issued upon conversion or exercise of securities when determining whether shareholder approval is required.
• Directs companies to calculate ownership and voting thresholds using only shares that are actually issued and outstanding.
• Defines key terms such as substantial security holder, voting power, officer, group, control, Minimum Price, and Official Closing Price.
• Establishes the pricing standards and ownership thresholds used to evaluate shareholder approval obligations.
• Treats treasury share issuances as new issuances for purposes of Section 312.03.