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Business Associations Keyed to Coffee, 9th Ed.
In re Investors Bancorp, Inc. Stockholder Litigation
Citation:
177 A.3d 1208 (2017)Facts
Investors Bancorp, Inc. is a Delaware corporation that operates 143 banking branches in New Jersey and New York. In 2014, the company completed a mutual-to-stock conversion and conducted a second-step public offering that raised about $2.15 billion. In 2015, the board proposed an Equity Incentive Plan (EIP) that reserved over 30 million shares for various equity awards. The EIP allowed non-employee directors to receive up to 30% of all option or restricted stock shares available. After 96.25% of voting shares approved the EIP, the board held four meetings and awarded themselves 7.8 million shares. Non-employee directors received awards valued at approximately $2.1 million each, while the CEO and COO received awards valued at $16.7 million and $13.4 million, respectively. These awards significantly exceeded the directors’ prior compensation and that of peer companies. The plaintiffs alleged that these awards were excessive, unfair, and breached the directors’ fiduciary duties.
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