Galiano Gold ($GAU) Tightens Option Rules Ahead of June Vote

Galiano Gold's board approved amendments to the company's Omnibus Equity Incentive Plan, incorporating feedback from Institutional Shareholder Services. The revised plan, filed with both SEDAR+ and the U.S. Securities and Exchange Commission, replaces a version issued in April. Shareholders will vote on the changes at the annual general meeting scheduled for June 11. The board recommends a vote in favor.

The amendments tighten rules around stock option administration. Extending option terms and reducing exercise prices now require formal shareholder approval. Permitting option transfers also needs a shareholder vote. The revisions restrict the board's ability to amend the plan without investor input, particularly regarding non-employee director participation. These changes align the plan with Galiano's current corporate policies, the company said in its filing.

ISS is a proxy advisory firm whose recommendations often influence how institutional shareholders vote on governance matters. The amendments reflect ISS suggestions, which typically focus on aligning executive compensation with shareholder interests. The specific changes target concerns about dilution and management entrenchment that ISS often raises.

The Omnibus Equity Incentive Plan authorizes the issuance of stock options and restricted stock units. Under the amended plan, any changes to the terms of outstanding options, such as extending their life or lowering the strike price, must be approved by shareholders. Previously, the board could make such adjustments without a vote. The new restrictions also apply to amendments affecting non-employee director participation and the board's discretionary power to modify the plan.

Galiano Gold, based in Vancouver, was founded in 1999. The company focuses on the acquisition and exploration of mineral resources, with its primary asset being the Asanko Gold Mine in West Africa. The stock trades on the NYSE American under the ticker GAU.