Cambodia casino operator NagaCorp is asking shareholders to approve a new share option scheme that would let the company grant equity incentives to directors and employees over the next 10 years.
The proposal is due to be put to a vote at the Hong Kong-listed firm’s annual general meeting on June 25th, and would also require the Hong Kong Stock Exchange’s Listing Committee to approve the listing of any shares issued when options are exercised.
NagaCorp said the scheme is intended to “provide incentive or reward” to participants for their contribution to the group and their continuing efforts to promote its interests. Eligibility would extend to directors across the group and employees of the company and its subsidiaries, including new recruits offered options as a hiring incentive.
The board would have full discretion over who receives options, weighing factors such as performance, length of service, and potential contribution to the group’s growth. Grantees would pay nothing to accept an option, and the rights could not be transferred or sold.
Shares issued under the scheme — together with any other share plans — would be capped at 10 percent of NagaCorp’s issued share capital as of the adoption date, excluding treasury shares. Any individual receiving more than 1 percent of issued shares within a 12-month period would need separate shareholder approval, while grants to directors, the chief executive, or substantial shareholders would face additional sign-off requirements.
Options would carry a minimum 12-month vesting period, though the board could shorten this in limited cases, such as “make-whole” grants compensating new hires for options forfeited at a previous employer. The exercise price could not fall below the higher of the closing price on the grant date or the five-day average before it.
Notably, the scheme attaches no mandatory performance targets and no clawback mechanism, unless the board chooses to impose such conditions on individual grants.
