EGC Corporate Governance Practices (May 2018)

EGC Corporate Governance Practices: A Survey and Related Resources PAGE 48 In addition, we reviewed the number of outstanding awards at the time of the IPO, combined with the number of shares reserved for issuance under the new equity compensation plan adopted, as a percentage of the fully diluted number of common shares post-IPO. Of the 168 EGCs, approximately 7.1% had outstanding awards of less than 5%, approximately 17.9% had outstanding awards between 5% and 10%, approximately 14.3% had outstanding awards between 10% and 15%, 12.5% had outstanding awards between 15% and 20%, approximately 19.0% had outstanding awards between 20% and 50%, and approximately 1.2% had outstanding awards over 50%. 45 of the 168 companies, or approximately 28.0%, had neither any outstanding equity compensation awards nor any shares reserved for issuance under a new equity compensation plan. Figure 75 : N=168. Relationship with Shareholders Exclusive Forum Provisions In addition to the majority voting provision for uncontested director elections, the EGC filings revealed other provisions affecting the relationships between the EGCs and their stockholders. Approximately 73.8% of the issuers had super-majority voting requirements for certain actions and transactions. Approximately 36.3% of the issuers permitted stockholders to take action by written consent, and approximately 28.6% of the issuers permitted stockholders to call special meetings of stockholders. Last, slightly more than one-half of the issuers (approximately 57.7%) included exclusive forum provisions in their bylaws. 47 12 30 24 21 32 2 0 10 20 30 40 50 None Less than 5% 5% - 10% 10% - 15%15% - 20%20% - 50% Over 50% Outstanding Equity Compensation Awards (Combined with Shares Reserved) (By Frequency) Number of Companies