Reference Library - Advanced Search. Is there a document that shows changes resulting from Nasdaq's restructuring of its Listing Rules in 2009?

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1 Reference Library - Advanced Search Is there a document that shows changes resulting from Nasdaq's restructuring of its Listing Rules in 2009? Number 1054 Yes. A table that maps the old rule numbers to the current rule numbers and describes any changes is available here. These changes became effective April 13, Publication Date*: 7/31/2012 Number: 1054 Must a Nasdaq-listed company hold an annual shareholder meeting? Number 80 Yes. Listing Rule 5620(a) requires that each issuer listing common stock or voting preferred stock, and their equivalents, shall hold an annual meeting of shareholders. Publication Date*: 7/31/2012 Number: 80 Are Nasdaq-listed companies required to solicit proxies for shareholder meetings? Number 168 Yes. Under Listing Rule 5620(b), each company is required to solicit proxies and provide proxy statements for all shareholder meetings. It must also provide copies of its proxy solicitation to NASDAQ. If the company files its proxy statement via EDGAR, it has fulfilled its notification requirement with Nasdaq. However, under Listing Rule 5615(a)(3) a Foreign Private Issuer may follow its home country practice in lieu of this requirement. See Non U.S. Companies FAQs. Publication Date*: 7/31/2012 Number: 168 Are all companies subject to the annual meeting requirements? Number 81 Pursuant to IM-5620, no. The requirement to hold an annual meeting is not applicable to issuers listing the following types of securities: securities listed pursuant to Listing Rule 5730(a) (such as Trust Preferred Securities and Contingent Value Rights), unless the listed security is a common stock or voting preferred stock equivalent (e.g., a callable common stock); Portfolio Depository Receipts listed pursuant to Listing Rule 5705(a); Index Fund Shares listed pursuant to Listing Rule 5705(b); or Trust Issued Receipts listed pursuant to Listing Rule Notwithstanding, if the issuer also lists common stock or voting preferred stock, or their equivalent, the issuer must still hold an annual meeting for the holders of that common stock or voting preferred stock, or their equivalent. Publication Date*: 7/31/2012 Number: 81 Must a Special Purpose Acquisition Company ("SPAC") hold an annual meeting? Number 1417 Yes. A SPAC is subject to all of Nasdaq's governance requirements, including the requirement of Nasdaq Listing Rule 5620 and IM-5620 to hold an annual meeting no later than one year after the end of the Company's fiscal year-end. At the meeting, shareholders must be afforded the opportunity to discuss Company affairs with management and, if required by the Company's governing documents, to elect directors. A Nasdaq-listed company, including a SPAC, may hold a virtual annual meeting, provided that is permissible under the relevant state law. However, it is important that shareholders attending such a meeting have the opportunity to ask questions of management. See this related FAQ #84.

2 A newly listing SPAC does not have to hold a meeting during the year its lists and must hold its first meeting within one-year after its first fiscal year-end following listing. See this related FAQ #86. Publication Date*: 8/18/2017 Number: 1417 Is a company required to hold an annual shareholder meeting even if the only listed security is non-voting common stock? Number 82 Yes. A company that lists only non-voting common stock on Nasdaq is required to hold an annual meeting. Publication Date*: 7/31/2012 Number: 82 When must a company hold its annual shareholder meeting? Number 83 A company must hold its annual shareholder meeting no later than 12 months following the end of its fiscal year. Please note, however, that most companies hold their annual meeting within six months of their fiscal year end. Publication Date*: 7/31/2012 Number: 83 Can an annual shareholder meeting be held via the web? Number 84 Nasdaq permits the use of webcasts instead of, or in addition to, a physical meeting, provided such webcasts are permissible under the relevant state law. It is important, however, that shareholders have the opportunity to ask questions of management. Publication Date*: 7/31/2012 Number: 84 When must a newly listed company hold its first annual meeting after listing? Number 86 A newly listed company that was not previously subject to a requirement to hold an annual meeting is required to hold its first meeting within one year after its first fiscal year end following listing. This includes both initial public offerings and companies that are already public at the time of application to Nasdaq. Of course, Nasdaq's meeting requirement does not supplant any applicable state or federal securities laws concerning annual meetings. Publication Date*: 7/31/2012 Number: 86 What is the effect of a change in a company's fiscal year end on its annual shareholder meeting requirement? Number 87 Whether an annual shareholder meeting is required when a company changes its fiscal year end depends on the treatment of the transition period under SEC Rules 13a-10 and 15d-10. In general, if the company files a transition report with audited financials for the new fiscal year end, it must hold an annual meeting for this transition period within one year of the transition period end date. Otherwise, the company need not hold a separate annual meeting for the transition period, but it should include the transition period in its next annual meeting. Publication Date*: 7/31/2012 Number: 87 How does the annual meeting requirement apply to a company following a business combination? Number 88 When a Nasdaq company merges with another entity, and Listing Rule 5110(a), relating to business combinations, is applied, the surviving entity will be treated as a new listing. In this situation, the survivor is required to hold an annual meeting within one year after its first fiscal year end following its listing on Nasdaq. Publication Date*: 7/31/2012 Number: 88 Does a company need to file a hard copy of its proxy statement with Nasdaq? Number 170 A company that files proxy statements via EDGAR does not need to provide a hard copy to Nasdaq. A company that does not file via EDGAR must send a hard copy of its proxy statement to Listing Qualifications at continuedlisting@nasdaq.com. Publication Date*: 7/31/2012 Number: 170 Does Nasdaq permit the use of electronic media to solicit proxies? Number 171 Yes. A company can use electronic media to solicit proxies subject to the requirements of the SEC.

3 Publication Date*: 7/31/2012 Number: 171 What is Nasdaq's minimum quorum requirement? Number 172 Under Listing Rule 5620(c), each company must provide for a quorum as specified in its bylaws for any meeting of the holders of common stock; provided, however, that in no case can such quorum be less than 33 1/3 percent of the outstanding shares of the company's common voting stock. Publication Date*: 7/31/2012 Number: 172 In the case of a company having multiple classes of voting common stock, should the quorum be based on the number of shares or the number of votes present? Number 173 In the case of a company having multiple classes of voting common stock, Nasdaq will accept a quorum based on the presence of either a percentage of the outstanding shares or a percentage of the outstanding votes. Publication Date*: 7/31/2012 Number: 173 Is a company required to submit its audit committee charter to Nasdaq? Number 89 No. Nasdaq requires that a company make a one-time certification that it has an audit committee charter that satisfies Nasdaq's requirements as set forth in Listing Rule 5605(c)(1), but the company need not submit a copy of the charter to Nasdaq. Under Item 407(d) (1) of Regulation S-K, a company must disclose whether a current copy of its audit committee charter is available on the company s website and if so, provide the website address. If not so available, the company should include the charter as an appendix to its proxy statement at least once every three years or in any year in which the charter has been materially amended. If the charter is not available on the company s website and is not included as an appendix to the proxy statement filed by the company for that fiscal year, the company should disclose the year in which the charter was most recently included as an appendix to the company s proxy statement. Publication Date*: 7/31/2012 Number: 89 Does a person who satisfies the SEC's requirement of an audit committee "financial expert" satisfy Nasdaq's "financial sophistication" requirement? Number 90 Yes. An individual who meets the requirements of the SEC's "financial expert" definition satisfies this requirement. Nasdaq rules require that a company have at least one member on the audit committee that has past employment experience in finance or accounting, requisite professional certification in accounting or any other comparable experience or background which results in the individual's financial sophistication, including being or having been a chief executive officer, chief financial officer or other senior officer with financial oversight responsibilities. Publication Date*: 7/31/2012 Number: 90 Must a company obtain approval from Nasdaq in order to utilize the exceptional and limited circumstances provision for its audit committee according to Listing Rule 5605(c)(2)(B)? Number 91 No. A company may choose to rely on the exception without obtaining Nasdaq's approval. A company, other than a Foreign Private Issuer, that relies on this exception must comply with the disclosure requirements set forth in Item 407(d)(2) of Regulation S-K. A Foreign Private Issuer that relies on this exception must disclose in its next annual report (e.g., Form 20-F or 40-F) the nature of the relationship that makes the individual not independent and the reasons for the board's determination. A member appointed under this exception may not serve longer than two years and may not chair the audit committee. Publication Date*: 7/31/2012 Number: 91 May a company rely on the exceptional and limited circumstances provision as set forth in Listing Rule 5605(c)(2)(B) if it has three or more independent directors on its audit committee? Number 92 A company may use this provision to include a non-independent director on the audit committee even if there are already three or more independent directors on the audit committee, provided the individual meets the criteria for audit committee service under Section 10A(m) (3) under the Act and the rules thereunder and is not currently an Executive Officer or employee or a Family Member of an Executive Officer, and the company's board determines that membership on the audit committee by the individual is required by the best interests of the company and its shareholders. A company, other than a Foreign Private Issuer, that relies on this exception must comply with the disclosure requirements set forth in Item 407(d)(2) of Regulation S-K. A Foreign Private Issuer that relies on this exception must disclose

4 in its next annual report (e.g., Form 20-F or 40-F) the nature of the relationship that makes the individual not independent and the reasons for the board's determination. A member appointed under this exception may not serve longer than two years and may not chair the audit committee. Publication Date*: 7/31/2012 Number: 92 What happens if a company no longer complies with the audit committee composition requirement because an audit committee member resigns? Number 93 Pursuant to Listing Rule 5605(c)(4), if an audit committee member resigns and the company is not otherwise relying on a cure period for its audit committee membership, the company has until the earlier of the next annual shareholders meeting or one year from the date of resignation to replace the audit committee member; provided, however, that if the annual shareholders meeting occurs no later than 180 days following the resignation, the company shall instead have 180 days from such resignation to regain compliance. A company relying on this cure period must provide notice to Nasdaq immediately upon learning of the resignation. Publication Date*: 7/31/2012 Number: 93 What happens if a company no longer complies with the audit committee composition requirement because an audit committee member can no longer be considered independent? Number 94 Pursuant to Listing Rule 5605(c)(4), if an audit committee member ceases to be independent for reasons outside the member's reasonable control, the audit committee member may remain on the audit committee until the earlier of the company's next annual meeting of shareholders or one year from the occurrence of the event that caused the failure to comply with this requirement. A company relying on this provision must provide notice to Nasdaq immediately upon learning of the event that caused the director to be considered nonindependent. Publication Date*: 7/31/2012 Number: 94 A Nasdaq-listed company is a bank holding company. Can the company's audit committee include persons who are directors of the subsidiary operating bank, but who are not directors of the listed holding company? Number 95 No. The members of the audit committee must be members of the board of the listed company, in this case, the holding company. Publication Date*: 7/31/2012 Number: 95 For purposes of Listing Rule 5605(c)(2)(A), what does it mean to have "participated in the preparation of the financial statements" of the company? Number 96 An individual will be considered to have participated in the preparation of the company's financial statements if the individual has played any role in compiling or reviewing those financial statements, including a supervisory role. An interim officer who signed or certified the company's financial statements will be deemed to have participated in the preparation of the company's financial statements and, therefore, could not serve on the audit committee for three years. Publication Date*: 7/31/2012 Number: 96 What notification is required to be given to Nasdaq if a company no longer complies with the audit committee composition requirement of Listing Rule 5605(c)(2)(A)? Number 97 Listing Rule 5625 states that a company must provide Nasdaq with prompt notification after an executive officer of the company becomes aware of any noncompliance by the company with the requirements of Listing Rule 5600 Series. Further, companies are required to notify Nasdaq if they are relying on the "Cure Periods" set forth in Listing Rule 5605(c)(4) to regain compliance with the independent director requirement. In addition, the Listing Agreement requires that a company notify Nasdaq upon discovery of any event of noncompliance. A company can provide the required notification to its Nasdaq Listing Qualifications analyst via at continuedlisting@nasdaq.com. Publication Date*: 7/31/2012 Number: 97 What types of companies are not required to comply with the compensation committee requirements? Number 1108 The following companies are not required to comply with the compensation committee requirements under Listing Rule 5605(d):

5 A controlled company is exempt from this rule, provided that the company discloses in its proxy statement that it is a controlled company and the basis for that determination; A company listing in connection with its initial public offering is permitted to phase in compliance with the compensation committee composition requirements within one year of listing; A foreign private issuer may elect to follow its home country practice in lieu of this requirement as long as it meets the disclosure requirements set forth in Listing Rule 5615(a)(3)(B); Management investment companies registered under the Investment Company Act of 1940, asset-backed issuers, unit investment trusts, and cooperative entities, such as agricultural cooperatives, are not subject to this rule; and A limited partnership is exempt from this rule. In addition, a smaller reporting company is exempt from some, but not all, of the requirements. See Listing Rule 5605(d)(5). Publication Date*: 1/3/2014 Number: 1108 Must a business development company comply with the compensation committee requirements? Number 1107 Yes. Business development companies are required to comply with all of the provisions of the Rule 5600 Series, including the compensation committee requirements in Rule 5605(d) and IM Publication Date*: 1/3/2014 Number: 1107 Must a company establish a charter for its compensation committee? Number 107 Each company must adopt a formal written compensation committee charter specifying the content set forth in Listing Rule 5605(d)(1). The compensation committee must review and reassess the adequacy of the charter on an annual basis. Publication Date*: 12/4/2014 Number: 107 How many directors are required to serve on a compensation committee? Number 104 Each company must have a compensation committee consisting of at least two members. However, for a company to be eligible to appoint a non-independent director under the exceptional and limited circumstances provision of Listing Rule 5605(d)(2)(B), the compensation committee must consist of at least three directors. Publication Date*: 1/3/2014 Number: 104 A company's board of directors consists of a majority of independent directors. May the whole board serve as a compensation committee? Number 103 No. Listing Rule 5605(d)(2) and IM require the company to have a compensation committee consisting of at least two members. Each committee member must be an independent director as defined under Rule 5605(a)(2). In addition, in affirmatively determining the independence of any director who will serve on the compensation committee of a board of directors, the board of directors must consider all factors specifically relevant to determining whether a director has a relationship to the Company which is material to that director s ability to be independent from management in connection with the duties of a compensation committee member, including, but not limited to: (i) the source of compensation of such director, including any consulting, advisory or other compensatory fee paid by the Company to such director; and (ii) whether such director is affiliated with the Company, a subsidiary of the Company or an affiliate of a subsidiary of the Company. Publication Date*: 12/4/2014 Number: 103 What is a Controlled Company? Number 109 According to Listing Rule 5615(c) and IM , a Controlled Company is a company of which more than 50% of the voting power for the election of directors is held by an individual, a group or another company. The calculation of voting power held by a group can include shares covered under voting agreements between or among shareholders relating to the election of directors. For a group to exist, the shareholders must have filed a notice that they are acting as a group (e.g., a Schedule 13D). Publication Date*: 7/31/2012 Number: 109 Are the independent directors at a Controlled Company required to hold executive sessions? Number 131

6 Yes. Controlled Companies, while exempt from certain corporate governance rules requiring independent directors, are not exempt from the requirements pertaining to executive sessions of independent directors. Publication Date*: 7/31/2012 Number: 131 What exemptions to Nasdaq's corporate governance policies are provided to a Controlled Company? Number 110 A Controlled Company is exempt from the majority independent board requirement, as set forth in Listing Rule 5615(b), except for the requirements of subsection (b)(2), which pertain to executive sessions of independent directors, and from the requirement for independent director oversight of executive officer compensation and director nominations, as set forth in Listing Rules 5605(d) and 5605(e). A Controlled Company, other than a Foreign Private Issuer, relying upon such exemptions must comply with the disclosure requirements set forth in Instruction 1 to Item 407(a) of Regulation S-K. A Foreign Private Issuer is required to disclose in its annual report on Form 20-F or Form 40-F that it is a Controlled Company and the basis for that determination. Please see IM , Controlled Company Exemption. Publication Date*: 7/31/2012 Number: 110 Does a company that is eligible to rely on the Controlled Company exemption have to disclose if it chooses not to rely on the exemption? Number 111 No. A company only must disclose when it is relying on the Controlled Company exemption. A company eligible to rely on the exemption that does not choose to do so has no special disclosure obligations. Publication Date*: 7/31/2012 Number: 111 If a company ceases to be a Controlled Company, when must it comply with the corporate governance requirements? Number 112 If a company ceases to be a Controlled Company, it is permitted to phase in its compliance with the independent committee requirements set forth in Listing Rule 5605(d) and (e) as follows: (1) one independent member at the time it ceases to be a controlled company; (2) a majority of independent members within 90 days; and (3) all independent members within one year of the time it ceases to be a controlled company. Furthermore, the company must comply with the majority independent board requirement in Listing Rule 5605(b) within twelve months of the date it ceases to be a controlled company. If a company previously indicated on its corporate governance certification that it was not subject to a requirement because it was a controlled company, that company must submit a new corporate governance certification form, which is accessible through the Company Event Notification Form in the Listing Center, if it ceases to be a controlled company. A company that has ceased to be a Controlled Company must comply with the audit committee requirements of Listing Rule 5605(c) as of the date it ceased to be a Controlled Company. Furthermore, the executive sessions requirement of Listing Rule 5605(b)(2) applies to Controlled Companies as of the date of listing and continues to apply after it ceases to be controlled. Also, see Listing Rule 5615(c)(3). Publication Date*: 7/31/2012 Number: 112 Under what circumstances is a cure period provided for corporate governance deficiencies? Number 114 If a company fails to comply with the independent audit committee or majority independent board requirement due to one vacancy, or because one director ceases to be independent due to circumstances beyond the director's reasonable control, the company is provided a cure period until the earlier of its next annual meeting or one year from the occurrence of the event that caused the failure to comply. However, a company is provided a 180 day cure period if the next annual meeting occurs less than 180 days after the event that caused the failure to comply. Publication Date*: 7/31/2012 Number: 114 Under what circumstances is a cure period not provided to remedy corporate governance deficiencies? Number 115 As set forth in Listing Rule 5810(c)(2), a company is not provided a cure period and must provide a plan of compliance for violations of, among other things: Majority independent board or audit committee composition requirements due to more than one vacancy on the board, or because more than one director ceases to be independent;

7 Code of Conduct; Quorum; Review of Related Party Transactions; Shareholder Approval; and Voting Rights. The plan of compliance is due 45 days from the date that the company is notified. After reviewing the company's plan of compliance, Nasdaq may grant the company an extension of time, up to 180 calendar days from the date of the notification, to regain compliance. Note that, unlike the cure period under Listing Rule 5605, this 180 day extension is not automatic. Extensions of time may vary and are not granted in all cases. Publication Date*: 7/31/2012 Number: 115 What is the applicable cure period when a Company becomes non-compliant with the audit committee composition requirement because a director does not stand for re-election at the annual shareholders meeting? Number 1042 When a company becomes non-compliant with the audit committee composition requirement because of a vacancy created when a director does not stand for re-election, the company generally is afforded a cure period until the earlier of the company's next annual meeting or one year from the anniversary of the meeting causing non-compliance. A company that finds itself in this situation must contact Listing Qualifications as soon as it is aware of the issue. Publication Date*: 7/31/2012 Number: 1042 How does Nasdaq define an "Independent Director"? Number 132 See Listing Rule 5605(a)(2) and IM Publication Date*: 7/31/2012 Number: 132 How does Nasdaq define a "Family Member"? Number 133 Listing Rule 5605(a)(2) defines "Family Member" as a person's spouse, parents, children and siblings, whether by blood, marriage or adoption, or anyone residing in such person's home. When applying the three-year look-back provisions in Listing Rule 5605(a)(2), a company does not have to consider a person who is no longer a Family Member as a result of legal separation, divorce, death, or incapacitation. Publication Date*: 7/31/2012 Number: 133 How does Nasdaq define "Executive Officer"? Number 134 Listing Rule 5605(a)(1) states that an "Executive Officer" means those officers covered in the Rule 16a-1(f) under the Securities and Exchange Act of Nasdaq applies this definition regardless of whether the entity in question is a public company. The term, "nonexecutive employee", means any employee that is not a Section 16 officer. Publication Date*: 7/31/2012 Number: 134 How does Nasdaq define a "Parent or Subsidiary"? Number 135 IM-5605 states that the reference to a "Parent or Subsidiary" is intended to cover entities the company controls and consolidates with the company's financial statements as filed with the SEC (but not if the company reflects such entity solely as an investment in its financial statements). Publication Date*: 7/31/2012 Number: 135 If an entity is acquired by, or merges with, a Nasdaq-listed company, may a former officer of the acquired entity be eligible to qualify as an independent director of the combined entity? Number 137 Yes. A former officer of an entity acquired by a Nasdaq-listed company may qualify to be an independent director, provided that the former officer was not employed by the company following the completion of the acquisition. Publication Date*: 7/31/2012 Number: 137

8 How does Nasdaq apply the look back set forth in Listing Rule 5605(a)(2)(D)? Number 138 Listing Rule 5605(a)(2)(D) precludes a director from being independent if the director is, or has a Family Member who is, a partner in, or a controlling shareholder or an executive officer of, any organization to which the company made, or from which the company received certain payments in the current or any of the past three fiscal years. If the director is currently a partner in, controlling shareholder of, or executive officer of an entity which has made or received such payments, then the individual is not eligible to be an independent director. However, if the director ceases to be associated with the entity, then the director is not precluded from being an independent director under this paragraph of the Rule. Publication Date*: 7/31/2012 Number: 138 Does an option awarded for consulting service contribute to the $120,000 limit in Listing Rule 5605(a)(2)? Number 139 Yes. The option would have to be valued using a commonly accepted option pricing formula, such as the Black-Scholes or binomial model at the time of grant. This valuation is considered a payment upon grant even if the option does not immediately vest or if there are conditions to vesting or exercise. Publication Date*: 7/31/2012 Number: 139 Do lawyers, whose firms provide services to the Nasdaq-listed company, fall under the $120,000 compensation test of Listing Rule 5605(a)(2)(B) or the 5%/$200,000 indirect payment test of Listing Rule 5605(a)(2)(D)? Number 140 Payments from the Nasdaq-listed company to a law firm would generally be considered under Listing Rule 5605(a)(2)(D), which looks to whether the payment exceeds the greater of 5% of the recipient's gross revenues or $200,000. If the firm is a sole proprietorship, however, Listing Rule 5605(a)(2)(B), which looks to whether compensation exceeds $120,000, applies. For purposes of determining whether a lawyer is eligible to serve on an audit committee, SEC Rule 10A-3 generally provides that any partner in a law firm that receives payments from the issuer is ineligible to serve on that issuer's audit committee. Publication Date*: 7/31/2012 Number: 140 Does Nasdaq have requirements for listed companies regarding the composition of the board of directors? Number 143 Listing Rule 5605(b)(1) requires most Nasdaq-listed companies to have a majority of independent directors on the board of directors. A listed company, other than a Foreign Private Issuer, is required to comply with the disclosure requirements set forth in Item 407(a) of Regulation S-K. A Foreign Private Issuer is required to disclose in its annual report on Form 20-F or Form 40-F those directors that the company's board of directors has determined to be independent under Listing Rule 5605(a)(2). Please see IM-5605 Definition of Independence - Listing Rule 5605(a)(2) and IM Majority Independent Board. Publication Date*: 7/31/2012 Number: 143 Does Nasdaq have requirements for listed companies regarding the size of the board of directors? Number 144 Yes. Nasdaq-listed companies must have at least three directors on their board to comply with the audit committee requirements of Listing Rule 5605(c)(2). Publication Date*: 7/31/2012 Number: 144 What types of companies are not required to have a majority independent board of directors? Number 145 The following companies are not required to have a majority independent board of directors: A Controlled Company is exempt from this Rule, provided that the company discloses in its proxy statement that it is a controlled company and the basis for that determination; A company listing in connection with its initial public offering is permitted to phase in compliance with majority independent board requirement within one year of listing; A Foreign Private Issuer may elect to follow its home country practice in lieu of this requirement. For additional information, see FAQs for Non-U.S. Companies; and Management investment companies registered under the Investment Company Act of 1940, asset-backed issuers, unit investment trusts, and cooperative entities, such as agricultural cooperatives, are not subject to this Rule. Publication Date*: 7/31/2012 Number: 145

9 Does Nasdaq have any restrictions on the number of boards on which a director may serve? No. Nasdaq does not have any restrictions on the number of boards on which a director may serve. Number 146 Publication Date*: 7/31/2012 Number: 146 May a company have a classified board of directors? Number 147 Nasdaq rules do not prohibit a company from having a classified board of directors. However, if the board is divided into more than three classes, the structure may raise concerns under Nasdaq's voting rights and public interest rules. Publication Date*: 7/31/2012 Number: 147 Does Nasdaq require executive sessions of the Independent Directors? Number 129 Yes. Listing Rule 5605(b)(2) requires that independent directors have regularly scheduled meetings at which only independent directors are present (executive sessions). Publication Date*: 7/31/2012 Number: 129 How often must the independent directors hold executive sessions? Number 130 IM states that it is contemplated that executive sessions will occur at least twice a year and perhaps more frequently, in connection with regularly scheduled board meetings. Companies may want to consider holding executive sessions at each regularly scheduled board meeting. Publication Date*: 7/31/2012 Number: 130 Must a company certify that it has established a charter for its nominating committee? Number 152 Yes. A company must make a one-time certification that it has a nominating committee charter that satisfies Nasdaq's requirements as set forth in Listing Rule 5605(e)(2), but the company need not submit a copy of the charter to Nasdaq. This certification is made when the company applies for listing. Publication Date*: 7/31/2012 Number: 152 Is a company required to submit its nominating committee charter to Nasdaq? No. Nasdaq rules require a company to make a one-time certification that it has established such a charter, but it is not required to submit a copy to Nasdaq. Number 153 Publication Date*: 7/31/2012 Number: 153 What are Nasdaq's requirements for the composition of a company's nominating committee? See Listing Rule 5605(e). Number 148 Publication Date*: 7/31/2012 Number: 148 A company's board of directors consists of a majority of independent directors. Can the whole board serve as a nominating committee? Number 149 No. Listing Rule 5605(e) requires director nomination decisions to be made by independent directors. Under the Rule, this can be done either by a majority of the independent directors in a vote in which only independent directors participate, or by a committee comprised solely of independent directors. If the company chooses to rely on a vote of a majority of the independent directors, the independent directors must meet alone to make these decisions, such as during the executive sessions of independent directors. Publication Date*: 7/31/2012 Number: 149 How many directors are required to serve on a nominating committee? Number 150 Nasdaq rules do not specify how many directors must serve on a nominating committee. However, for a company to be eligible to appoint

10 a non-independent director under the exceptional and limited circumstances provision, the nominating committee must consist of at least three directors. Publication Date*: 7/31/2012 Number: 150 Is the nominating committee required to approve director nominations that legally belong to a third party? Number 154 No. However, the company must still comply with the committee and board composition requirements. See Listing Rule 5605(e)(4). Publication Date*: 7/31/2012 Number: 154 Can a non-independent director be a member of the committee as a non-voting or as an ex officio member? Number 1041 No. Under the requirements, each member of the committee must be an independent director unless the company appropriately utilizes the exceptional and limited circumstances exception. Accordingly, absent relying on the exception, a non-independent director cannot be a committee member regardless of voting status. Publication Date*: 7/31/2012 Number: 1041 If a company is subject to a binding obligation requiring directors to be selected in a manner contrary to Listing Rule 5605 (e), does it need a nominating committee? Number 155 If the binding obligation pre-dates November 3, 2003, when Nasdaq first adopted the requirement for independent directors to make nominations, the Rule is not applicable to the company and the company need not have a nominating committee. Publication Date*: 7/31/2012 Number: 155 Must a company obtain approval from Nasdaq in order to utilize the exceptional and limited circumstances provision according to Listing Rule 5605(d)(2)(B) or 5605(e)(3)? Number 106 No. A company may choose to rely on the exception without obtaining Nasdaq's approval. A company that relies on this exception must disclose either on or through the company's website or in the proxy statement for the next annual meeting subsequent to such determination (or, if the company does not file a proxy, in its Form 10-K or 20-F), the nature of the relationship and the reasons for the determination. In addition, the company must provide any disclosure required by Instruction 1 to Item 407(a) of Regulation S-K regarding its reliance on this exception. A member appointed under this exception may not serve longer than two years. Publication Date*: 7/31/2012 Number: 106 What are a company's filing obligations with Nasdaq? Number 369 The company must comply with the SEC or other federal or state regulatory authority filing obligations. If the company does not submit its filings via the SEC's EDGAR system, then it is required to submit two copies to Nasdaq's Listing Qualifications or an electronic version of the report to continuedlisting@nasdaq.com. The company should refer to Listing Rules 5250(c) and 5250(d). Publication Date*: 7/31/2012 Number: 369 Does Nasdaq require the filing of SEC reports and documents? Number 313 Yes. Nasdaq-listed companies are required to file with Nasdaq copies of all reports and other documents filed or required to be filed with the SEC (or other appropriate regulatory authority) on or before the applicable due date. This requirement is considered fulfilled if the company files the report or document with the SEC through the EDGAR system. A company that does not file through the EDGAR system is required to provide two copies of the report to Nasdaq unless the company s a copy to continuedlisting@nasdaq.com. Please see the Distribution of Annual & Interim Reports Frequently Asked Questions for more information regarding the filing of SEC periodic reports. Banks and officers and directors of listed companies that file with the FDIC must still provide paper copies to Nasdaq. Currently, Nasdaq systems do not have an electronic link with FDICconnect; therefore, Nasdaq is not notified when filings are made through that system. For additional information regarding the reporting requirements of Nasdaq's listed companies, please refer to the Continued Listing Guide. Publication Date*: 7/31/2012 Number: 313

11 What is the compliance process for filing delinquencies? Number 372 In general, Nasdaq rules provide a company that is delinquent in its periodic filing obligations with 60 days to submit a plan of compliance to the Listing Qualifications Staff, although this timeframe can be shortened at Staff s discretion. Based on that plan, the Staff may grant the company up to 180 days from the due date for the periodic report to regain compliance. In determining whether to grant a company additional time, Staff will consider the company's specific circumstances, including the company's past compliance history, the reasons for the late filing, corporate events that may occur within the exception period, the company's general financial status, the company's disclosures to the market, and the likelihood that the filing can be made within the exception period. In addition, Nasdaq will broadcast an indicator over its market data dissemination network noting the company's non-compliance. The indicator will be displayed with quotation information related to the company's securities on Nasdaq.com, NasdaqTrader.com and by other third-party providers of market data information. Also, Nasdaq posts a list of all non-compliant Nasdaq companies and the reason(s) for such non-compliance on our website. Click here to view the list. The company will be included in this list commencing five business days from the date of the delinquency notification. The company can regain compliance with the requirement by filing the late periodic report and any other delinquent reports with due dates falling before the end of the exception period. If a company fails to regain compliance prior to the expiration of a Staff exception or if Staff does not accept the plan of compliance, Staff will issue a Staff Determination indicating that the company is subject to delisting. If that occurs, the company may request a hearing before a Hearing Panel to review the determination. However, in this circumstance only, that request will operate to stay the delisting action for only 15 calendar days from the deadline to request a hearing. In order to obtain a longer stay, the company must, in its request for a hearing, ask that the Panel grant such a longer stay. If it does, the Panel can permit the company to remain listed for up to 180 days from the date of the Staff Determination letter, but in no event more than 360 days from the due date of the company's first late filing. See Hearings FAQs for additional information. Should the company fail to comply with the terms of the Panel's exception or the Panel determines not to grant an exception, the Panel will issue a delist letter. The company may then appeal the Panel's decision to the Nasdaq Listing and Hearing Review Council (Listing Council). The request for an appeal will not stay the delisting of the company's securities from Nasdaq. Please note that the Listing Council may not grant an exception for a period to exceed 360 days from the due date of the first such late periodic report. See Listing Council Appeals FAQs for additional information. Publication Date*: 7/31/2012 Number: 372 What are the repercussions if a company's auditors did not review the quarterly financial statements as required under SAS 100? Number 373 If the company is required to have its interim financial statements reviewed under SAS 100 and does not comply, Nasdaq views the filing to be incomplete and the company to be delinquent in its filing obligations. Publication Date*: 7/31/2012 Number: 373 If a company is delinquent in its periodic filing obligations, what information should the company include in its plan of compliance submission to the Staff? Number 374 In submitting its plan of compliance to the Staff, the company should provide the following information: The reasons, including the specific facts and circumstances, for the late filing; Whether an investigation into the circumstances underlying the filing delinquency has been initiated by the company's audit committee, auditors, or other internal committee; The likelihood that the filing can be made within the initial 180 day exception period; The company's past compliance history; Whether the company is the subject of any regulatory or judicial investigation; Any corporate events that may occur within the exception period; The company's general financial status; and The company's public disclosures relating to the filing delinquency, any forthcoming restatements, and its financial condition. The Staff review will be based on information provided by a variety of sources, which may include the company, its audit committee, its outside auditors, the Staff of the SEC and any other regulatory body. Publication Date*: 7/31/2012 Number: 374

12 If an investigation into the issues underlying a late periodic report has been initiated by the company's board, audit committee or other investigative committee, what information should the company provide to the Staff? Number 375 The company should be prepared to provide the following information to the extent it has been ascertained and to supplement that information in writing upon completion of the investigation: 1. A summary of the investigation, including: A description of how and when the issues/improprieties originally came to the attention of management and/or the board of directors or audit committee; A description of the particular issues under investigation and the scope of the investigation (years covered, geographical reach, etc.); A summary or time line of meetings and actions taken by the board, audit committee, or other investigative committee and the law firms, forensic accountants or other consultants retained to assist in the investigation; and The findings of the investigation, including a description of all questionable, improper and/or fraudulent actions or practices identified and the names of all individuals found to be responsible for, or have participated in, such conduct (by act or omission), the status of those individuals' employment with the company, and a description of any sanctions or remedial actions taken against those individuals; 2. A description of internal control and/or accounting weaknesses identified during the course of the investigation; 3. A description of all remedial measures that have been or will be implemented by the company (including a schedule for the implementation of those measures not yet adopted); 4. A description of any and all remedial measures and/or internal controls that the company does not plan to implement, which were recommended by the investigatory committee, or by any law, accounting or consulting firm involved in the investigation; and 5. A description of any and all investigations or inquiries by other regulatory authorities. Publication Date*: 7/31/2012 Number: 375 Is there a document that describes Nasdaq's continued listing standards, required disclosures, notifications and fees? Number 1051 Yes. Please refer to our Continued Listing Guide for important information about Nasdaq's continued listing standards, required disclosures, notifications and fees. Publication Date*: 11/30/2017 Number: 1051 What is the effect of a regulatory trading halt? Number 377 In certain cases, Nasdaq may determine that it is appropriate to halt trading in a security. This may occur, for example, when a company is unable to file its periodic reports, resulting in a lack of publicly available information about the company, due to circumstances that raise significant public interest concerns. The length of a trading halt can vary and there are no prescribed rules that limit how long trading may be halted. Nasdaq will only resume trading when the company has fully responded to Nasdaq's information requests and Nasdaq determines that sufficient information is publicly available. The imposition of a regulatory trading halt by Nasdaq has the effect of precluding all trading in the affected security. As such, trading cannot occur on other exchanges or in the over-the-counter market. While Nasdaq recognizes that a trading halt can disadvantage existing investors, Nasdaq's primary regulatory responsibility is to prospective investors. Publication Date*: 7/31/2012 Number: 377 What happens to trading in the securities of a company after it announces a bankruptcy filing? Number 409 When a company announces that it has filed for bankruptcy protection, or that filing is imminent, Nasdaq will impose a news dissemination halt. Generally, trading will be allowed to resume 30 minutes following release of the news. Shortly following the resumption of trading, Nasdaq will issue a delisting letter to the company, which will indicate that the company will be delisted in nine calendar days from the date of the determination letter unless it requests a hearing within seven calendar days. The company is required to publicly disclose that it has received this letter as soon as possible, but in no event later than four business days from receipt of the letter. If the

13 company requests a hearing, trading will usually continue until the Panel issues its determination. Hearings for bankrupt companies are generally scheduled within days of the date of Nasdaq's delisting letter. In addition, Nasdaq will broadcast an indicator over its market data dissemination network noting the company's non-compliance. The indicator will be displayed with quotation information related to the company's securities on Nasdaq.com, NasdaqTrader.com and by other third-party providers of market data information. Also, Nasdaq posts a list of all non-compliant Nasdaq companies and the reason(s) for such non-compliance on our website. Click here to view the list. The company will be included in this list commencing two business days from the date of the delist letter. Publication Date*: 7/31/2012 Number: 409 What is Nasdaq's compliance process for companies failing to meet the minimum market value of listed securities requirement? Number 361 Nasdaq-listed companies not qualifying for continued listing based on market value of listed securities ("MVLS") are notified of a deficiency after 30 consecutive trading days of non-compliance with the applicable standard and are afforded a 180 calendar day compliance period to regain compliance. In order to achieve compliance with the MVLS requirement, a company must demonstrate compliance with the applicable standard for a minimum of 10 consecutive business days. Although an automated computer system tracks each company's bid price and MVLS on a daily basis, it is suggested that the company contact its Listing Qualifications Analyst via at continuedlisting@nasdaq.com or by phone at when it believes compliance has been achieved. Nasdaq will provide all compliance determinations, in writing, to the company. If the compliance period expires without compliance being achieved, the company will be issued a delisting notification. The company may appeal Nasdaq's determination to delist at that time. See Hearings FAQs for additional information. Publication Date*: 7/31/2012 Number: 361 What is Nasdaq's compliance process when a company has less than the required number of market makers? Number 363 When a company has fewer than the requisite number of market makers for 10 consecutive trading days, Nasdaq will notify the company of the deficiency. The company will be provided 30 calendar days to regain compliance, which can be demonstrated by maintaining the minimum number of market makers for 10 consecutive trading days. If the 30-day compliance period expires, the company will be issued a delisting letter, which it may appeal at that time. Please note that an Electronic Communications Network is not considered a market maker for the purposes of this rule. See Hearings Process FAQs for additional information. Publication Date*: 7/31/2012 Number: 363 If a company has received a delisting notice for a compliance concern other than the minimum $1.00 bid price requirement, can it still submit a transfer application? Number 473 Yes. If a company has received a delisting notice for failure to meet the continued listing criteria for the Global Market and Global Select Market, and would like to transfer to the Capital Market, the company should request a Hearing and submit a transfer application. Nasdaq Staff will review the application for compliance with the Capital Market's continued listing standards, and if the application is approved prior to the Hearing, the Hearing will become moot and will be canceled. Publication Date*: 7/31/2012 Number: 473 What continued listing criteria must a company meet if it listed on the Nasdaq Capital Market under the alternative listing requirements for securities with a bid price below $4? Number 1022 A Company that listed under the alternative price listing requirement must meet the same continued listing criteria as any other company including, but not limited to, Listing Rule While not a continued listing requirement, if such a company fails to satisfy at least one of the alternatives set forth in SEC Rule 3a51-1 under the Act, the company's security may be considered a Penny Stock and Nasdaq will include the company on a list of such securities available here. The alternatives contained in SEC Rule 3a51-1 include having net tangible assets in excess of $2,000,000, if the company has been in continuous operation for at least three years, or $5,000,000, if the company has been in continuous operation for less than three years; average revenue of at least $6,000,000 for the last three years; or a price of at least $5.