This memorandum lists typical activities for a NYSE American (formerly NYSE MKT, and before that NYSE Amex) ("NYSE American")-listed company, its Board of Directors and its Audit, Compensation and Nominating/Governance Committees, especially in connection with the Annual Meeting of Stockholders. Please note that, in any particular situation, additional activities may need to be completed, not all of the activities mentioned apply to all situations and each company's activities will depend on its governing documents. A NYSE American-listed newly public company, emerging growth company, smaller reporting company, foreign private issuer or limited partnership, a NYSE American-listed company that is emerging from bankruptcy, a "controlled company" within the meaning of NYSE American rules, a company formed by reverse merger or a special purpose acquisition corporation (SPAC) may have additional, fewer or different requirements.

Board of Directors (prior to Annual Meeting)

  • Assessments.

    • Complete Directors' and Officers' Questionnaires (for Proxy Statement) and Board and Committee Self- Assessment Questionnaires; update form of Questionnaire as applicable to add questions arising out of recent rule changes, including to:

      • Determine whether nominees would satisfy independence requirements for Compensation Committee membership
      • Reflect director/officer knowledge of activities that became reportable in SEC periodic reports commencing 2013 under Exchange Act Section 13(r) relating to Iran Threat Reduction and Syria Human Rights Act of 2012
    • Conduct annual self-assessment of Board under leadership of Nominating/ Governance Committee
    • Conduct annual assessment of Committee Charters (taking into account recommendations of Committees); approve changes
    • Conduct annual self-assessment of any Corporate Governance Guidelines (optional for NYSE American companies, which are not required to have Corporate Governance Guidelines); approve changes
    • Conduct annual assessment of Code of Conduct/Ethics; approve changes
    • Conduct assessment regarding Board role in risk oversight and effect that risk oversight has on Board leadership structure
  • Board. Unless fixed by Articles/Certificate of Incorporation, establish size of Board (based on Nominating/Gov­ernance Committee recommendation, and reserving power to change to respond to developments) to establish number of directors to be elected; if size is fixed by By-laws and Board desires to change size, amend By-laws (and file Current Report on Form 8-K)
  • Annual Meeting. Must be held no later than one year after fiscal year end (for companies with NYSE American-listed common stock or voting preferred stock)

    • Establish record date
    • Establish date, time and location
    • Nominate individuals for election as directors (based on Nominating/ Governance Committee recommendation, and reserving power to change to respond to developments)
    • Recommend that stockholders vote for nominees of Board
    • Propose ratification by stockholders of selection of auditor by Audit Committee (optional)
    • Recommend that stockholders vote for ratification of auditor (optional)
    • Propose any other matters to be submitted to stockholders for consideration (optional)
    • Recommend that stockholders vote for/against approval of any other matters submitted to stockholders by the Company for consideration (optional)
    • Designate proxyholders (with full power of substitution)
    • Authorize and direct proxyholders to vote on other business as recommended by the Board
    • Appoint inspectors of elections (reserving power to the chair to make changes to respond to developments)
    • Approve Proxy Statement and form of Proxy and filing and mailing or other distribution thereof
  • Annual Reports.

    • Approve Annual Report to Stockholders (if separate from Annual Report on Form 10-K) and filing and mailing or other distribution thereof
    • Approve Annual Report on Form 10-K (based on Audit Committee recommendation as to inclusion of annual financial statements) and filing thereof
  • Annual Business Plan. Grant annual operating authority to officers and employees, by approval of an Annual Business or Operating Plan, Capital Expenditure/Investment Program or other comparable procedure
  • Other. Adopt general enabling and ratifying resolutions relating to the preceding items

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