GAIN Capital’s annual stockholders’ meeting to include vote on election of Edison Venture exec Christopher Sugden as Class 2 director

Gain Capital Holdings Inc (NYSE:GCAP) has issued a filing to the US Securities and Exchange Commission (SEC) in advance of its annual stockholders meeting which is scheduled to be held on November 30 this year, including four points which will be subject to voting by shareholders in the company.

Among those points is the election of Christopher S. Sugden as a Class 2 Director in the firm.

Mr. Sugden is Managing Partner and Chairman of the Investment Committee at Edison Venture’s growth capital fund, and has been a member of the board of directors at GAIN Capital since 2006.

In his current capacity as a non-executive director, Mr. Sugden received 7,537 restricted stock units as compensation for service to GAIN Capital as a non-execuive director during 2014 on March 5, 2014. Additionally, he was awarded 8,937 restricted stock units for his services as non-executive director on May 26, 2015.

These units vest in twelve equal monthly instalments starting one month after the day following the annual meeting of stockholders for the year that they were granted, thus Mr. Sugden will be entitled to a cash value of $66,580 at today’s share price should he wish to offload the stock.

Elevation to Class 2 Director

Should the shareholders vote be in favor of Mr. Sugden’s appointment as Class 2 Director, this would place him on the staggered board of the firm.

With a very prominent background in venture capital, Mr. Sugden was Executive Vice President with Princeton eCom prior to joining Edison Venture.

Other former executive positons include his tenure as Chief Executive Officer of the electronic billing division of Princeton eCom. As Chief Financial Officer, he raised multiple rounds of venture capital and completed an acquisition. According to Edison Partners, Princeton eCom’s revenue grew in excess of 500% under Mr. Sugden’s fiscal leadership.

Other matters to be covered at the stockholders’ meeting include a vote to approve GAIN Capital’s 2015 Omnibus Compensation Plan, as well as to ratify the appointment of Deloitte and Touche as the firm’s independent registered public accounting company.

The Omnibus Incentive Compensation Plan was drawn up on September 30 this year and will be implemented subject to shareholder approval and will include the merging of the previous 2010 Omnibus Incentive Compensation Plan into the new one.

The 2015 Plan has been designed to improve the previous plan, so as to more closely align the interests of participants and shareholders. These improvements include:

Removal of the “liberal share recycling” provision – i.e., under the 2015 Plan, shares tendered or withheld in payment of the exercise price for awards or in satisfaction of withholding taxes and shares covered by a stock-settled stock appreciation right that were not issued upon the settlement of the stock appreciation right will not again be available for issuance.

Removal of the “evergreen” provision – i.e., under the 2015 Plan, the maximum number of shares that can be issued will be fixed and cannot be increased in the future without shareholder approval.

Addition of a requirement that all options, restricted stock awards and stock appreciation rights have a vesting period of at least one year.

Addition of further limitations on the granting of awards – i.e., no more than 500,000 shares may be granted to non-employee directors in any calendar year, and no more than 1,000,000 shares may granted to any participant in any calendar year.