Absolute Software Corporation (Nasdaq: ABST) (TSX: ABST), a
leader in self-healing Zero Trust solutions, today announced that
it has amended its new Omnibus Equity Incentive Plan
(“OEIP”) and 2021 Employee Stock Ownership Plan (the
“2021 ESOP”) to (i) reduce the cap on the aggregate number
of common shares that may be issued pursuant to these plans from 9%
to 8.8% of the aggregate number of issued and outstanding common
shares from time to time, and (ii) update the change of control
clause in the OEIP.
The Meeting & Voting
Absolute’s annual general meeting (the “Meeting”) is
currently set to be held on December 14, 2021 at 2:00 p.m. (PT) at
Suite 2600, 595 Burrard Street, Vancouver, British Columbia, and
virtually online at https://meetnow.global/MG7CYCH. In Absolute’s
management information circular dated November 15, 2021 (the
“Circular”), Absolute’s shareholders have been asked to
approve the OEIP and the 2021 ESOP. The subject resolutions will
now represent approval of the OEIP and the 2021 ESOP with the
amendments described below included.
Shareholders are encouraged to vote their shares well in advance
of the official proxy voting deadline on December 10, 2021 at 2:00
p.m. (PT). Shareholders who have questions or require assistance
with voting should contact Laurel Hill Advisory Group at
1-877-452-7184 (North American toll-free), 416-304-0211 (calls
outside North America) or by email at
assistance@laurelhill.com.
The Plan Amendments
The OEIP has been amended to decrease the rolling maximum number
of common shares that can be reserved under the OEIP (together with
Absolute’s other equity compensation arrangements) from the initial
proposal of 9% of Absolute’s issued and outstanding shares from
time to time to 8.8% of Absolute’s issued and outstanding common
shares from time to time.
As a result, Absolute has also made a corresponding amendment to
the 2021 ESOP to provide that the maximum number of common shares
that can be reserved under Absolute’s equity compensation
arrangements (including the OEIP and the 2021 ESOP) cannot exceed
8.8% of Absolute’s issued and outstanding common shares from time
to time.
Additionally, Absolute has amended the OEIP to replace the
change of control clause with a clause that clarifies the treatment
of awards on a change of control event. The revised language is
included with this press release at Appendix A.
All other matters to be considered at the Meeting, including the
remaining provisions of the OEIP and the 2021 ESOP, remain
unchanged from, and are further described in, the Circular,
available under Absolute’s profile on SEDAR (www.sedar.com) and on
EDGAR (www.sec.gov).
About Absolute Software
Absolute Software (NASDAQ: ABST) (TSX: ABST) accelerates
customers’ shift to work-from-anywhere through the industry’s first
self-healing Zero Trust platform, helping ensure maximum security
and uncompromised productivity. Absolute is the only solution
embedded in more than half a billion devices offering a permanent
digital connection that intelligently and dynamically applies
visibility, control and self-healing capabilities to endpoints,
applications, and network access to help ensure their cyber
resilience tailored for distributed workforces. Trusted by nearly
16,000 customers, G2 recognized Absolute as a leader in Zero Trust
Networking in the Fall of 2021.
© 2021 Absolute Software Corporation. All rights reserved.
ABSOLUTE and the ABSOLUTE logo are registered trademarks of
Absolute Software Corporation. Other names or logos mentioned
herein may be the trademarks of Absolute or their respective
owners. The absence of the symbols ™️ and ® in proximity to each
trademark, or at all, herein is not a disclaimer of ownership of
the related trademark.
Shareholders who have questions or require assistance with
voting should contact Laurel Hill Advisory Group at 1-877-452-7184
(North American Toll-Free), 416-304-0211 (Calls Outside North
America) or by email at assistance@laurelhill.com
Appendix
A
Section 5.3 of the OEIP has been amended and replaced with the
following:
5.3:
(a) In the event of a Change in Control where
the person that acquires control (the “Acquiror”), an
affiliate thereof, or the successor of the Company, agrees to
assume all of the obligations of the Company under the Plan and the
Board determines that such assumption is consistent with the
objectives of the Plan and does not diminish the value of the
Grants, the Plan and all outstanding Grants will continue on the
same terms and conditions, except that, if applicable, Grants may
be adjusted to a right to acquire shares of the Acquiror or its
affiliate.
(b) In the event of a Change in Control where
the Plan is continued pursuant to Section 5.3(a), the Grants of
Participants whose employment or service ceases within 12 months
from the date of the Change in Control, for any reason other than
resignation or termination for Cause, will immediately be deemed to
be vested and become exercisable or redeemable in accordance with
the provisions of this Plan, and the Vesting Date for such Grant
will be deemed to be the date of Termination and, in the case of
Vested Share Units, the Market Price of such Grant will be the
Market Price as at the date of Termination.
(c) In the event of a Change in Control where
the Acquiror or an affiliate thereof or the successor to the
Company does not agree to assume all of the obligations of the
Company under the Plan, or the Board determines that such
assumption is not consistent with the objectives of the Plan or
diminishes the value of the Grants, all unvested Grants held by
each Participant will immediately be deemed to be Vested and become
exercisable or redeemable in accordance with the provisions of this
Plan, and the Vesting Date for such Grant will deemed to be the
date of the Change in Control and, in the case of Vested Share
Units, the Market Price of such Grant will be the Market Price as
at the date of Change in Control and any Performance Conditions
will be assessed by the Board, acting in good faith.
(d) Notwithstanding the foregoing provisions
of this Section 5.3, the Board may, in its sole discretion, make
such determinations as it considers appropriate in the
circumstances upon a Change in Control to ensure the fair treatment
of Participants in such circumstances in light of the objectives of
the Plan, including, without limitation, with respect to vesting
periods, performance criteria, the amounts to be paid, if any, to
Participants on redemption of Vested Share Units and/or termination
of this Plan (and for greater certainty, such determinations may
result in different vesting, redemptions or payment terms than
would result from the operations of Section 5.3(a), (b), or
(c).
View source
version on businesswire.com: https://www.businesswire.com/news/home/20211202005970/en/
Media Relations Becki Levine, Absolute Software
press@absolute.com 858-524-9443
Investor Relations Joo-Hun Kim, MKR Group IR@absolute.com
212-868-6760
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