Smaregi wants a simpler, higher-ceiling formula for director PSU awards. At the July 29 annual shareholders’ meeting, shareholders will vote on a board proposal to remove the service-period ratio from the calculation and widen the payout-rate band to 0%-200%, from 0%-100% under the current plan.
| Feature | Current plan | Proposed change |
|---|---|---|
| Formula | Base grant shares × payout rate × service-period ratio | Base grant shares × payout rate |
| Payout-rate range | 0%-100% | 0%-200% |
Under the 2021-approved structure, delivered shares are calculated as base grant shares × payout rate × service-period ratio, with that last factor based on the number of months a director served during the evaluation period. The proposed version leaves only base grant shares × payout rate, so the months-served proration disappears from the formula.
Smaregi says the change is meant to strengthen incentives for medium- to long-term performance improvement and corporate value growth, alongside a separate annual-meeting agenda item on performance-linked restricted stock. If shareholders approve the revision, it will first apply to the business year starting on May 1, 2026 and ending on April 30, 2027.
The notice is narrower than a full pay-plan rewrite. Smaregi says the changes are limited to the formula and payout range, while other parts of the PSU scheme remain as approved in 2021. The company also did not disclose new performance targets or expected payout outcomes in this notice.