Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
2019 Equity and Incentive Compensation Plan
On February 26, 2019, at the 2019 Annual Meeting of Stockholders (the
Annual Meeting
) of Shiloh Industries, Inc. (the
Company
), the stockholders of the Company approved the Companys 2019 Equity and Incentive Compensation Plan (the
Equity Plan
), which replaces the Companys 2016 Equity and Incentive
Compensation Plan (the
Predecessor Plan
). The following description of the Equity Plan is qualified in its entirety by reference to the Equity Plan, which is filed as Exhibit 10.1 to this Current Report on Form
8-K
and incorporated herein by reference.
In general, the Equity Plan will be administered by the Compensation
Committee (the
Compensation Committee
) of the Companys Board of Directors (the
Board
) and will enable the Compensation Committee to provide equity and incentive compensation to
(1) officers and other employees of the Company and its subsidiaries, including persons who have agreed to commence serving in such capacity within 90 days of the grant of the applicable award,
(2) non-employee
directors, and (3) certain other individuals who provide employee-type services. Pursuant to the Equity Plan, the Company may grant equity-based and cash-based compensation generally
in the form of stock options, appreciation rights, restricted shares, restricted stock units, performance shares, performance units, cash incentive awards, dividend equivalents, and other stock-based awards, in each case, subject to terms and
conditions as further described in the Equity Plan.
Subject to adjustment as described in the Equity Plan, and subject to the Equity Plans share
counting rules, the total number of shares of the Companys common stock that are available for awards under the Equity Plan is equal to 1,500,000, plus the remaining number of shares of common stock available under the Predecessor Plan as of
the date of its termination. These shares may be shares of original issuance or treasury shares, or a combination of both. The aggregate number of shares available under the Equity Plan will be reduced by one share of common stock for every one
share subject to an award granted under the Equity Plan.
The Equity Plan also provides that, subject to adjustment as described in the Equity Plan:
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the aggregate number of shares of common stock actually issued or transferred upon the exercise of incentive
stock options will not exceed 1,500,000 shares of common stock;
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no participant will be granted stock options to acquire, and/or appreciation rights in respect of more than
500,000 shares of common stock in the aggregate during any calendar year;
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no participant will be granted awards of restricted shares, restricted stock units, performance shares, and/or
other stock-based awards subject to or in respect of more than 350,000 shares of common stock in the aggregate during any calendar year;
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