|WNS (HOLDINGS) LTD filed this Form 6-K on 08/23/2018|
PROPOSAL NO. 8
THAT, Increase in the ordinary shares/American Depositary Shares (ADSs) available for grant under the Companys 2016 Incentive Award Plan as may be amended and restated pursuant to and in accordance with the terms thereof (the Plan) by 1.4 Million ordinary shares/ADSs, (representing 2.7% of the total outstanding share capital as on June 30, 2018 excluding treasury shares) and adoption of the Companys First Amended and Restated 2016 Incentive Award Plan to reflect such increase.
The Companys shareholders have previously authorized the issuance under the Plan of up to a total of 2.5 Million ordinary shares/ADSs, subject to specified adjustments under the Plan. The Board of Directors believes that in order to successfully attract and retain the best possible talent, the Company must continue to offer a competitive equity incentive program. As of June 30, 2018, approximately 1,714,913 ordinary shares/ADSs remained available for future grant of awards under the Plan. The Board of Directors believes the number of ordinary shares/ADSs that remain available for future grant under the Plan is insufficient to meet the Companys anticipated needs. Therefore, the Board of Directors approved, subject to Shareholders approval, the First Amended and Restated 2016 Incentive Award Plan that includes an amendment to increase the number of ordinary shares/ADSs available for grant under the Plan by 1.4 Million ordinary shares/ADSs, subject to specified adjustments under the Plan.
The increased number of ordinary shares/ADSs available for grant under the First Amended and Restated 2016 Incentive Award Plan is expected to meet the Companys anticipated needs over the next three years. The amount and timing of awards granted under the Plan are determined by the plan administrator.
The amendment included in the First Amended and Restated 2016 Incentive Award Plan to increase the number of ordinary shares/ADSs available for grant by 1.4 Million ordinary shares/ADSs requires Shareholders approval pursuant to Article 14.1 of the Plan.
The following summary of the Plan is qualified in its entirety by the specific language of the Plan, which appears as Appendix B to this proxy statement
Summary of the Plan
References to the Company refer, as the context requires, to the Company individually or the Company and its subsidiaries collectively.
The purpose of the Plan is to promote the success and enhance the value of the Company by linking the personal interests of the directors, employees, and consultants of the Company and its subsidiaries to those of its shareholders and by providing such individuals with an incentive for outstanding performance to generate superior returns to its shareholders. The Plan is further intended to provide the Company with flexibility in its ability to motivate, attract, and retain the services of these individuals, upon whose judgment, interest, and special effort the successful conduct of the Companys operation is largely dependent.
Shares Available for Awards
Subject to certain adjustments set forth in the Plan, the maximum number of shares and ADSs, in the aggregate, which may be issued or transferred pursuant to awards under the Plan is equal to the sum of (x) 2,500,000 shares, and (y) any shares or ADSs which immediately prior to the expiration of the Amended and Restated 2006 Incentive Award Plan (the 2006 Plan) were available for issuance or transfer as new awards under the 2006 Plan, and (z) any shares or ADSs subject to awards under the 2006 Plan which terminate, expire, forfeit, lapse for any reason or are settled in cash on or after the effective date of the Plan.