Under the New York Stock Exchange (the “NYSE”) rules, a “foreign private issuer” such as Granite REIT Inc. or Granite Real Estate Investment Trust (“Granite”) is not required to comply with most of the NYSE corporate governance listing standards. However, foreign private issuers are required to disclose any significant ways in which their corporate governance practices differ from those followed by U.S. companies under NYSE listing standards.
Granite is subject to the listing standards of the Toronto Stock Exchange (“TSX”) and the corporate governance rules of the Canadian securities regulators. Granite complies with these TSX listing standards and Canadian corporate governance rules.
Section 303A.08 of the NYSE’s Listed Company Manual requires shareholder approval of all equity compensation plans and material revisions to such plans. The definition of “equity compensation plan” covers plans that provide for the delivery of newly issued or treasury securities. The TSX rules provide that only equity compensation plans that provide for new issuances (or potential new issuances) of securities from treasury are subject to shareholder approval in certain circumstances. Granite follows the TSX rules with respect to the requirements for shareholder approval of equity compensation plans and material revisions to such plans.