The Delaware Court of Chancery, in Fredric D. Pascal v. Frank Czerwinski, et al. and Columbia Financial, Inc., C.A. No. 2020-0320-SG, memo. op. (Del. Ch. Dec. 16, 2020), concludes that a proxy sufficiently disclosed directors’ intent to use an incentive plan to reward their past actions, and finds it immaterial that it was not disclosed that actions to be rewarded included taking the company public.
NEW: Sidley Austin discusses the decision in Chancery Court Tosses Claim Regarding Disclosures Around Equity Incentive Plans.
Stinson discusses the decision in Proxy Statement Adequately Described Purpose of Equity Incentive Plan.