Fuller Inc.'s board voted on August 12 to oppose a shareholder's bid to amend the company's articles of incorporation, setting up a vote at the September 28 annual meeting that turns on how much of Tokyo Stock Exchange's Growth-market survival math a small issuer should lock into its own charter.
The single individual shareholder wants Fuller to disclose, within three months of each fiscal year-end, a corporate value plan running through the year to June 2030 that would include revenue, operating profit, operating margin, gross margin, revenue per creative staff member, order backlog, deal pipeline, results from its alliances with Yappli and Dentsu Group, and a market-capitalization target. A separate clause would require Fuller to fold AI-era headcount and hiring policy into that plan, and to review its new-hiring plans and prioritize productivity, AI adoption, outsourcing and sales-side fixes if per-employee revenue or margins slip below target levels. If the board judges the ¥10bn market-cap goal unreachable by that date, the proposal would require it to prioritize weighing M&A, business integration, capital-and-business tie-ups or going private, with a dual listing or market-segment change kept only as a supplementary option, under a process led by independent outside directors.
Fuller's board called the charter route too rigid, arguing that operating decisions need to flex with market conditions rather than sit fixed in a foundational document. It will keep publishing revenue, profit, margins and revenue-per-staff figures as before, but declined to disclose alliance-routed revenue, citing confidentiality since both partners are listed companies, and declined to commit to a fixed mid-term numeric plan or a self-set market-cap target, arguing valuation should be set by the market, not management.
| Standard | Market-cap requirement | Timing |
|---|---|---|
| Previous rule | ¥4bn or more | 10 years after listing |
| New rule | ¥10bn or more | 5 years after listing; applies from the fiscal year-end first arriving on or after March 1, 2030 (June 2030 for Fuller) |
| If missed | Improvement period generally granted (about 1 year) | ¥4bn threshold still required during the improvement period |
The underlying rule is real: TSE's 2025 revision replaces the old "¥4bn market cap ten years after listing" bar with a tougher "¥10bn market cap five years after listing" standard, which for Fuller first bites at its fiscal year-end in June 2030. Miss it, and a one-year improvement period generally applies, during which the company must disclose a compliance plan and still clear the older ¥4bn bar. Fuller's board called hitting ¥10bn an important management task and said it would examine a broad range of options, including dual listing and market-segment change, without committing to specifics now. The proposal failed at the board level; shareholders vote on it September 28.