amended its 2016 stock incentive plan after Institutional Shareholder Servicesrecommended that shareholders vote against it, based on cost and estimatedduration of shares.
The ISS consideredthe plan cost as excessive and the estimated duration of available and proposedshares exceeded six years. The proxy advisory firm was also concerned that theplan allowed broad discretion to accelerate vesting.
Accordingto a supplement definitive proxy filing, the Weston, Fla.-based company reducedthe maximum number of class A common stock shares available for grants from 2.8million to 2 million. The amended incentive plan will also expire and terminateon the fifth anniversary of its adoption by the board.
FCBFinancial Holdings, however, did not amend the vesting provision. The companysaid it does not currently consider any such acceleration, and noted that theprovision is "prudent and consistent with industry practices."
The companyalso detailed its compensation evaluation process in response to ISS'srecommendation that shareholders withhold votes for the election of twodirectors on the compensation committee. The proxy advisory firm's concern isbased on an amendment to the CEO's employment agreement. It also citedinsufficient data on certain pay-for-performance measures.
FCBFinancial Holdings believes that president and CEO Kent Ellert's 2015compensation package was well-aligned with the performance of the company. Thecompany reiterated its recommendation that shareholders vote for the electionof all nominees to the board.
Shareholderswill vote at the annual shareholder meeting May 16.