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Business Associations Keyed to Diamond, 6th Ed.
Lewis v. Vogelstein
Citation:
699 A.2d 327 (1997)Facts
In 1996, Mattel’s board adopted a Stock Option Plan that provided two types of stock option grants to outside directors: (1) a one-time grant of options on 15,000 shares of Mattel common stock at market price, exercisable immediately and valid for ten years, and (2) annual grants of options upon re-election to the board, with the number depending on years of service (5,000 shares for directors with five or fewer years of service, and 10,000 shares for those with more than five years). The annual options would vest over a four-year period at a rate of 25% per year. The plan was approved by shareholders at the 1996 annual meeting, but the proxy statement did not include an estimated present value of the options that would be granted under the plan. The plaintiff alleged that the proxy statement was materially incomplete and misleading because it failed to disclose this information, and that the grants constituted excessive compensation amounting to a breach of fiduciary duty.
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