A Survey and Related Resources PAGE 1 Under the JOBS Act, an issuer will remain an “emerging growth company” until the earliest of: the last day of the fiscal year during which the issuer has total annual gross revenues of $1 billion or more; the last day of the issuer’s fiscal year following the fifth anniversary of the date of the first sale of common equity securities of the issuer pursuant to an effective registration statement under the Securities Act (for a debt-only issuer that never sells common equity pursuant to a Securities Act registration statement, this five-year period will not run); any date on which the issuer has, during the prior three-year period, issued more than $1 billion in non-convertible debt; or the date on which the issuer becomes a “Large Accelerated Filer,” as defined in the SEC’s rules. RINGING THE BELL FOR EGC CORPORATE GOVERNANCE PRACTICES: A Survey and Related Resources Corporate governance has changed dramatically in the nearly 13 years since passage of the Sarbanes-Oxley Act of 2002 and in the nearly five years since enactment of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010. Likewise, the level of shareholder engagement and institutional investor expectations regarding governance practices have also changed significantly. The passage of the Jumpstart Our Business Startups Act in April 2012, which helped spur a dynamic initial public offering market, raised concerns among certain groups that new initial public offering (“IPO”) candidates would view certain of the accommodations available under the Act as a rationale to relax certain governance practices and to rely on phase-in periods.1 However, emerging growth companies, or EGCs, availing themselves of the JOBS Act’s Title I “IPO on-ramp” provisions, generally have adopted rigorous governance policies and procedures. In this review, we take the measure of the practices adopted by EGCs in connection with their IPOs. We examined the filings of over 400 EGCs that completed their IPOs in the period from January 1, 2013 through December 31, 2014. Our objective is to provide data that will be useful to you in assessing whether your current or proposed corporate governance practices are consistent with EGC market practice. 1 For a general overview of the JOBS Act, see our JOBS Act Quick Start: A Brief Overview of the JOBS Act (2014) http://www.mofo.com/~/media/Files/PDFs/jumpstart/140700JOBSAct.pdf.
A Survey and Related Resources PAGE 2 A “foreign private issuer” is any foreign issuer (other than a foreign government), unless: (i) more than 50% of the issuer’s outstanding voting securities are held directly or indirectly of record by residents of the United States; and (ii) any of the following applies: (x) the majority of the issuer’s executive officers or directors are U.S. citizens or residents; (y) more than 50% of the issuer’s assets are located in the United States; or (z) the issuer’s business is administered principally in the United States. For additional information, see our Frequently Asked Questions about Foreign Private Issuers http://www.mofo.com/files/Uploads/Images/100521FAQForeignPrivate.pdf. Based on the companies reviewed, here are our key findings: 86% of non-controlled companies had a majority of independent directors at the pricing of the IPO 69% had staggered or classified boards 60% separated the Chief Executive Officer and Board chair positions 68% had all independent directors on the key Audit, Compensation, and Nominating and Corporate Governance Committees upon completion of the IPO 93% had a “financial expert” on the Audit Committee at pricing 35% had “exclusive forum” provisions in bylaws 75% had “super majority” shareholder voting provisions 51% allowed shareholders to take action by written consent under specified conditions 20% were “foreign private issuers” Below we discuss the observed trends in more detail, and provide resources intended to assist companies planning their IPOs. The Filers We identified the IPOs of 532 issuers in the period from January 1, 2013 through December 31, 2014, of which 82 or 15.4% were not EGCs. We reviewed the IPO filings of the EGCs, excluding the 35 master limited partnerships and one offering that priced but was withdrawn before closing.2 See Appendix A for a list of the EGC IPOs we reviewed and Appendix B for a summary of the benefits enjoyed by EGCs under the JOBS Act.3 Of the remaining 414 EGCs, 83 were foreign private issuers, or FPIs. Of the 331 U.S. domestic companies, 86.1% were incorporated in Delaware, followed by Maryland (5.74%) and Texas (1.5%). Of the 414 EGCs, all but two listed on either the Nasdaq or the NYSE.4 “Controlled companies”5 represented 17.1% of the 414 issuers. The securities exchanges 2 We did not review any business development company (BDC) EGCs because BDCs are subject to the additional requirements of the Investment Company Act of 1940. For additional information, see our Frequently Asked Questions about Business Development Companies, http://www.mofo.com/files/Uploads/Images/FAQ-Business-Development-Companies.pdf. 3 For additional information, see our Frequently Asked Questions about Initial Public Offerings, http://www.mofo.com/files/Uploads/Images/FAQ-IPOs.pdf and The Short Field Guide to IPOs http://media.mofo.com/docs/pdf/the-short-field-guide-to-ipos. 4 See Appendix C for a summary of the NYSE and the Nasdaq quantitative listing requirements and Appendix D for a summary description of the differences between the listing requirements of these securities exchanges. 5 Both the NYSE and the Nasdaq define a “controlled company” as one in which more than 50% of the voting power is controlled by an individual, a group, or another company. See Appendix E for additional information about “controlled companies.”
A Survey and Related Resources PAGE 3 exempt controlled companies from certain requirements. To the extent “control” was relevant, we note that below. Figure 1: N=532. Figure 2: N=414. EGC; 414 Non-EGC; 82 EGC versus Non-EGC IPO Filings (By Frequency) (January 1, 2013 - December 31, 2014) EGC Non-EGC Domestic Issuer; 331 FPI; 83 Domestic Issuers vs. Foreign Private Issuers (FPIs) (By Frequency) Domestic Issuer FPI Both the NYSE and the Nasdaq define a “controlled company” as one in which more than 50% of the voting power is controlled by an individual, a group, or another company. See Appendix E for additional information about “controlled companies.”
A Survey and Related Resources PAGE 4 Figure 3: N=331. All of the Maryland-incorporated issuers were real estate investment trusts, or REITs, because Maryland’s corporate law has specific accommodations for REITs.6 Figure 4: N=414. 6 For additional information, see our Frequently Asked Questions about Real Estate Investment Trusts http://www.mofo.com/files/Uploads/Images/FAQ_REIT.pdf and our Quick Guide to REIT IPOs http://media.mofo.com/docs/pdf/Quick-Guide-to-REIT-IPOs. Delaware; 285 Maryland; 19 Texas; 5 All Others; 22 State of Incorporation (By Frequency) Delaware Maryland Texas All Others Non-Controlled Company; 343 "Controlled Company"; 71 Frequency of "Controlled Companies" Non-Controlled Company "Controlled Company"
A Survey and Related Resources PAGE 5 Four of the “controlled companies” were controlled by non-U.S. parents, two of which were Chinese. Of the 71 “controlled companies,” three disclosed that they were controlled by venture capital funds, 39 disclosed that they were controlled by private equity funds and one was controlled by both. Exchange Listing Choice The following table analyzes the markets within the NYSE and the Nasdaq or other markets on which the EGCs listed their common stock or on which their common stock was quoted. Figure 5: N=414. Of the 414 EGCs, based on SIC codes,7 23.7% were pharmaceutical companies, 8.2% were software companies, 4.3% were biological products companies, and 4.1% were “blank check” companies. Figure 6: N=414. 7 A registration statement filed with the SEC must identify the issuer’s primary “Standard Industrial Classification,” or SIC code, which is a four-digit number that classifies a company by its industry. 59 11 94 138 4 2 -6 Frequency of Industries (By SIC Code) NASDAQ Capital Market NASDAQ Global Market NASDAQ Global Select Market NYSE NYSE MKT OTC Other (i.e. just “NASDAQ”) 98 34 18 17 11 10 11 215 Frequency of Industries (By SIC Code) Pharmaceuticals Software Biological Products "Blank Check" Companies Computer Programming/Data Processing Surgical & Medical Instruments/Apparatus State Commercial Banks Other
A Survey and Related Resources PAGE 6 Foreign Private Issuers The largest percentage of FPI EGCs, 31.3%, were companies incorporated in the Cayman Islands, and approximately 15.7% were companies incorporated in either the Republic of the Marshall Islands or Bermuda. These three jurisdictions are welcoming to foreign companies, because they offer favorable tax and other attributes unrelated to the underlying business operations of the issuer. Based on the sample surveyed, 18 of the 24 Cayman Islands issuers were based in China. The next largest percentage of FPI, 18.1%, were incorporated in Israel, and those issuers typically have their primary operations in Israel. FPIs usually may choose to issue and sell their shares directly or through American Depositary Shares or Receipts (“ADRs”).8 Of the 83 FPI EGCs, 62.7% issued common or ordinary shares directly to investors in the IPO, and the balance issued ADRs in the IPO. Of the 31 FPIs that issued ADRs, 18 were incorporated in the Cayman Islands. Approximately 20.5% of the FPI EGCs were listed on both a foreign exchange as well as a U.S. exchange. 8 An ADR is a negotiable instrument issued by a U.S. depository bank that represents an ownership interest in a specified number of securities that have been deposited with a custodian, typically in the issuer’s home country. ADRs can represent one or more shares or a fraction of a share. 26 11 7 138 4 2 3 3 FPI Country of Incorporation (N=83) (By Frequency) Cayman Islands Israel Bermuda Republic of the Marshall Islands United Kingdom Canada British Virgin Islands The Netherlands  The Canadian issuers filed under the U.S. domestic disclosure system.
A Survey and Related Resources PAGE 7 Figure 7: N =83. Figure 8: N=17. 18 2 11 138 1 1 1 1 1 1 1 1 ADR issuers Cayman Islands France Germany South Africa Mexico Japan Denmark U.K. Cyprus BVI Belgium Australia ADRs; 31 Non-ADRs; 52 FPIs Issuing ADRs (By Frequency) ADRs Non-ADRs 0 0.5 1 1.5 2 2.5 3 3.5 FPI Dual-Listing Exchange (By Frequency)
A Survey and Related Resources PAGE 8 The U.S. securities laws permit FPIs to choose to follow U.S. domestic or home country governance principles for most matters although there are specific U.S. requirements relating to Audit Committees that all FPIs must satisfy. Among other exemptions, FPIs do not have to comply with U.S. proxy rules or ownership reporting pursuant to Sections 14 and 16, respectively, of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”). All FPI EGCs chose to follow the home country governance principles. Capital Structure Fifty-seven of the EGCs we reviewed had dual classes of common stock, including four issuers that had three classes of common stock. The primary reason for dual classes was for insiders to maintain control, and most classes differed only by the number of votes per share, although in some cases, a class might not be entitled to certain economic benefits, such as dividend payments. Thirteen of the dual-class EGCs were FPIs. Board of Directors The size of the boards of directors ranged from two to 15 members. The number of directors also grew from first filing to closing of the IPO – from an average of 6.13 at first filing to 6.69 at pricing to 7.23 at closing of the IPO. The growth of the board of directors over time probably reflects the liability and perhaps even reputational concerns that independent directors may have about joining a board of directors before an IPO closes. Figure 9: N=414. 6.13 6.69 7.23 5.4 5.6 5.8 6 6.2 6.4 6.6 6.8 7 7.2 7.4 Average Number of Directors at First Filing Average Number of Directors at Pricing Average Number of Directors at Closing Growth in Average Number of Directors (From First Filing through Closing) Average Number of Directors
A Survey and Related Resources PAGE 9 In order to provide for an orderly shareholder meeting, a corporation often designates in advance certain procedures to be followed for shareholders to initiate business and specify matters that are appropriate for consideration at the meeting. The procedures typically specify advance notice of intent to bring business before the annual meeting and the contents of the notice. Any business attempted to be brought for consideration at the annual meeting other than in compliance with the advance notice procedures would not be acted upon. At or immediately following the pricing of the IPO, 85.8% of the non-controlled company issuers (345 companies) had a majority of independent directors.9 The average number of non-independent directors was 2.5 (based on 408 companies for which data was available), and only 7.7% of the 414 issuers had the chief financial officer as a member of the board of directors. Over 68% of the 414 issuers had a staggered or classified board of directors. That is in sharp contrast to the trend in Fortune 500® companies to eliminate staggered boards of directors in response to shareholder activism and concerns that classified boards entrench management and are a potent antitakeover device. Figure 10: N=414. Approximately 70.3% of the issuers provided that directors could be removed only for “cause” (based on 411 companies for which data was available).10 Nearly 97% of the issuers gave the board the authority to fill vacancies and change the number of directors. Election of Directors Nearly 87% of the issuers had “advance notice” bylaw provisions that require shareholders to follow specific procedures and timelines in order to nominate potential board members. 9 Generally, the NYSE and the Nasdaq standards for director independence are similar. See Appendix D for a summary of differences between the NYSE and the Nasdaq listing requirements. Triennial Director Elections; 284 Annual Director Elections; 130 Triennial Director Elections v. Annual Director Elections (By Frequency) Triennial Director Elections Annual Director Elections
A Survey and Related Resources PAGE 10 Figure 11: N=411. Two-thirds of the issuers required a majority vote in order to elect directors in an uncontested election, consistent with the trend towards majority voting. Figure 12: N=414. Bylaws Contain Advance Notice Provisions; 360 Bylaws DO NOT Contain Advance Notice Provisions 54 Frequency of Advance Notice Provisions in By laws Bylaws Contain Advance Notice Provisions Bylaws DO NOT Contain Advance Notice Provisions Majority Voting System; 276 Plurality Voting System; 138 Type of Voting for Director Elections (By Frequency) Majority Voting System Plurality Voting System
A Survey and Related Resources PAGE 11 CEO and Board Chair Based on 395 companies for which data was available, 60% separated the positions of chief executive officer and board chair. Of the 158 companies that did not separate the roles, only 34.2% designated a lead independent director. Figure 13: N=414. Figure 14: N=158. Separation of CEO and Chair Positions; 237 NO Separation of CEO and Chair Positions; 158 Separation of CEO and Chair of the Board Positions (By Frequency) Separation of CEO and Chair Positions NO Separation of CEO and Chair Positions YES, Designated Lead Independent Director; 54 NO Designated Lead Independent Director; 104 Designated Lead Independent Director (If CEO and Chair Positions NOT Separated; By Frequency) YES, Designated Lead Independent Director NO Designated Lead Independent Director
A Survey and Related Resources PAGE 12 Committees and Corporate Governance The three standard committees─Audit, Compensation, and Nominating and Governance─were typically established prior to or upon completion of the IPO. Audit Committees are nearly universal at 99.8% (one Japanese company had a “board of statutory auditors”), and 92.5% had a “financial expert” on the Audit Committee by pricing. Upon completion of the IPO, 88.9% of the 414 EGCs had a Nominating and Governance Committee and 94.7% had a Compensation Committee. Approximately 10.9% of the issuers also identified additional committees in their filings although there are no specific disclosure obligations relating to such committees. Figure 15: N=414. YES; 383 NO; 31 "Financial Expert" on Audit Committee at Pricing YES NO
A Survey and Related Resources PAGE 13 Figure 16: N=414. The filings reference a large range of committees, including strategic planning, various risk and compliance related, executive, finance and investment, conflicts, human resources, M&A, technology, and quality and innovation committees. Figure 17: N=413.11 Upon completion of the IPO, approximately 68.0% of the companies had appointed all independent directors to the three standard committees. 11 One company did not disclose information about board committees. 413 392 368 45 0 50 100 150 200 250 300 350 400 450 Audit Committee Compensation Committee Nominating and Corporate Governance Committee Other Committees Board Committees (By Frequency) Number of Companies YES; 281 NO; 132 All Independent Directors on Committees Upon Completion of IPO (By Frequency) YES NO
A Survey and Related Resources PAGE 14 Of the 132 companies that did not have all independent directors on the three standard committees, 81.8% relied on the permitted “phase-in” provisions of the applicable exchange.12 Figure 18: N=132. 12 The balance of companies that did not have all independent directors on committees upon completion of the IPO were either FPIs relying on home corporate governance standards or “controlled companies.” YES; 108 NO; 24 Reliance on "Phase-in" Provisions (By Frequency) YES NO
A Survey and Related Resources PAGE 15 By completion of the IPO, 86.2% of the companies reviewed disclosed their code of ethics and/or code of business conduct.13 Figure 19: N=414. Relationship with Shareholders In addition to the majority voting provision for uncontested director elections, the EGC filings revealed other provisions affecting the relationships between the EGCs and their stockholders. Nearly three-quarters of the issuers had super-majority voting requirements for certain actions and transactions. Only slightly more than half permitted stockholders to take action by written consent. And less than one-third permitted stockholders to call special meetings of stockholders with the percentage required to call the meeting varying from 5% to 51%. Last, in light of recent case law upholding exclusive forum provisions for litigation by stockholders if the requirement is effective before the acquisition of shares,14 slightly more than one-third of the issuers (35.0%) included exclusive forum provisions in their bylaws. 13 See Appendix D for a summary of differences between the NYSE and the Nasdaq listing requirements, including differences in requirements for a code of ethics and/or a code of business conduct. 14 Boilermakers Local 154 Retirement Fund v. Chevron Corp., No. 7220-CS (Del. Ch. June 25, 2013). Code of Ethics and/or Business Conduct Present; 357 Code of Ethics and/or Business Conduct Absent; 57 Code of Ethics and/or Business Conduct Disclosed (By Frequency) Code of Ethics and/or Business Conduct Present Code of Ethics and/or Business Conduct Absent
A Survey and Related Resources PAGE 16 Figure 20: N=414. Compensation of Directors Three-quarters of the companies provided for cash compensation to board members. Four of the 414 companies indicated that they had not yet determined the compensation package for board members. Approximately 60% (based on 297 companies) provided for supplemental cash compensation to board members for the membership on committees or attendance at board or committee meetings. Approximately 82% (based on 282 companies) provided for supplemental cash compensation for committee chairs. Present; 145 Absent; 269 Exclusive Forum Provision in Bylaws (By Frequency) Present Absent 60% 82% Board Membership (based on 297 companies) Committee Chairs (based on 282 companies) 0% 20% 40% 60% 80% 100% Compensation package for board members Supplemental cash compensation
A Survey and Related Resources PAGE 17 Stock-based compensation consists of options, restricted stock and restricted stock units. Approximately 13.4% of the companies reported providing all three kinds of compensation. The companies providing each type of stock-based compensation was roughly equal – 41.3% provided for options, 39.1% provided for restricted stock, and 42% provided for restricted stock units. There were 387 companies that reported some form of stock-based compensation, with approximately eight companies reporting that they had not yet determined specific stock-based compensation. Approximately 30% of the companies provided additional stock-based compensation to directors serving on committees, with 9.6% of the companies providing additional compensation to directors serving as committee chairs. The Influence of Proxy Advisory Services When designing corporate governance policies and procedures, EGCs must carefully consider the voting policies of institutional investors and the proxy advisory services which provide voting advice to institutional investors. The two principal proxy advisory services are Institutional Shareholder Services Inc. (“ISS”) and Glass Lewis & Co. (“Glass Lewis”). ISS is the most influential proxy advisory service, typically influencing 20 percent to 30 percent of the votes at a typical annual meeting. Glass Lewis, on the other hand, has much less influence on the outcome of voting. Both ISS and Glass Lewis make voting recommendations in accordance with voting guidelines, which provide a roadmap as to how the proxy advisory service will vote on a particular matter. These voting guidelines change over time, as the proxy advisory services seek to improve their approach to particular issues or to add guidelines for dealing with new issues. ISS and Glass Lewis have adopted specific voting guidelines addressing, e.g., voting on: the election of directors; advisory votes on executive compensation; the ratification of auditors; the approval of compensation plans; changes to the certificate of incorporation or bylaws; and shareholder proposals. In many cases, EGCs need to consider what governance policies and procedures should be implemented prior to going public in order to avoid seeking a shareholder vote after going public when the proxy advisory services and institutional investors may be opposed to a particular provision, as well as the impact of governance policies and procedures adopted prior to going public which may negatively impact the EGC’s governance profile, leading to potential negative vote recommendations by the proxy advisory services on a wide range of issues.
A Survey and Related Resources PAGE 19 APPENDIX A EMERGING GROWTH COMPANY IPOs JANUARY 1, 2013 – DECEMBER 31, 2014 NAME DATE OF OFFERING OFFERING SIZE EXCHANGE LISTING STATE OF INCORPORATION INDUSTRY CODE 1347 Capital Corp. 7/15/2014 $40,000,000 Nasdaq Capital Market Delaware 6770 1347 Property Insurance Holdings, Inc. 3/31/2014 $15,100,000 Nasdaq Capital Market Delaware 6331 2U, Inc. 3/27/2014 $119,275,000 Nasdaq Global Select Market Delaware 7372 500.com Limited 11/21/2013 $75,218,000 NYSE Cayman Islands 7990 58.com Inc. 10/31/2013 $187,000,000 NYSE Cayman Islands 7370 A10 Networks, Inc. 3/21/2014 $187,500,000 NYSE Delaware 3576 AAC Holdings, Inc. 10/1/2014 $75,000,000 NYSE Nevada 8093 Abengoa Yield plc 6/12/2014 $720,650,000 Nasdaq Global Select Market England/Wales 4911 Acceleron Pharma Inc. 9/18/2013 $83,700,000 Nasdaq Global Market Delaware 2836 Achaogen, Inc. 3/11/2014 $72,000,000 Nasdaq Global Market Delaware 2834 Adamas Pharmaceuticals, Inc. 4/9/2014 $48,000,000 Nasdaq Global Market Delaware 2834 Adeptus Health Inc. 6/24/2014 $107,800,000 NYSE Delaware 8060 ADMA Biologics, Inc. 10/16/2013 $28,499,998 Nasdaq Capital Market Delaware 2836 Aerie Pharmaceuticals, Inc. 10/24/2013 $67,200,000 Nasdaq Global Market Delaware 2836 Aerohive Networks, Inc. 3/27/2014 $75,000,000 NYSE Delaware 7373 Agile Therapeutics, Inc. 5/22/2014 $55,000,002 Nasdaq Global Market Delaware 2834 Agios Pharmaceuticals, Inc. 7/23/2013 $105,999,984 Nasdaq Global Select Market Delaware 2834 Akebia Therapeutics, Inc. 3/19/2014 $100,000,001 Nasdaq Global Market Delaware 2834 Akers Biosciences, Inc. 1/23/2014 $14,998,500 Nasdaq Capital Market New Jersey 2835 Alcobra Ltd. 5/21/2013 $25,000,000 Nasdaq Global Market Israel 2834 Alder BioPharmaceuticals, Inc. 5/7/2014 $80,000,000 Nasdaq Global Market Delaware 2834 Aldeyra Therapeutics, Inc. 5/1/2014 $12,000,000 Nasdaq Capital Market Delaware 2834 Amber Road, Inc. 3/20/2014 $96,090,345 NYSE Delaware 7372 Ambit Biosciences Corporation 5/15/2013 $65,000,000 Nasdaq Global Market Delaware 2834 Amedica Corporation 2/12/2014 $20,125,000 Nasdaq Capital Market Delaware 3841
A Survey and Related Resources PAGE 20 NAME DATE OF OFFERING OFFERING SIZE EXCHANGE LISTING STATE OF INCORPORATION INDUSTRY CODE American Homes 4 Rent 7/31/2013 $705,882,352 NYSE Maryland 6798 American Residential Properties, Inc. 5/8/2013 $287,710,500 NYSE Maryland 6798 Amphastar Pharmaceuticals, Inc. 6/24/2014 $56,000,000 Nasdaq Global Select Market Delaware 2834 Antero Resources Corporation 10/9/2013 $1,571,900,000 NYSE Delaware 4922 Applied Genetic Technologies Corporation 3/26/2014 $50,000,004 Nasdaq Global Market Delaware 2836 Applied Optoelectronics, Inc. 9/25/2013 $36,000,000 Nasdaq Global Market Delaware 3674 Aquinox Pharmaceuticals, Inc. 3/6/2014 $46,200,000 Nasdaq Global Market Delaware 2834 AR Capital Acquisition Corp. 10/1/2014 $240,000,000 Nasdaq Capital Market Delaware 6770 Aratana Therapeutics, Inc. 6/26/2013 $34,500,000 Nasdaq Global Market Delaware 2834 Ardelyx, Inc. 6/18/2014 $60,004,000 Nasdaq Global Market Delaware 2834 Ardmore Shipping Corporation 7/31/2014 $130,200,000 NYSE Marshall Islands 4412 Argos Therapeutics, Inc. 2/6/2014 $45,000,000 Nasdaq Global Market Delaware 2834 Arista Networks, Inc. 6/5/2014 $225,750,000 NYSE Delaware 3576 Armada Hoffler Properties, Inc. 5/7/2013 $190,037,500 NYSE Maryland 6500 Artisan Partners Asset Management Inc. 3/6/2013 $331,624,680 NYSE Delaware 6282 Aspen Aerogels, Inc. 6/12/2014 $82,500,000 NYSE Delaware 5030 Atara Biotherapeutics, Inc. 10/15/2014 $55,000,000 Nasdaq Global Select Market Delaware 2836 Athlon Energy Inc. 8/1/2013 $315,789,480 NYSE Delaware 1311 Atlas Financial Holdings, Inc. 2/11/2013 $24,131,250 Nasdaq Capital Market Cayman Islands 6331 Auris Medical Holding AG 8/5/2014 $56,400,000 Nasdaq Global Market Switzerland 2834 Auspex Pharmaceuticals, Inc. 2/4/2014 $84,000,000 Nasdaq Global Market Delaware 2834 Autohome Inc. 12/10/2013 $132,940,000 NYSE Cayman Islands 7374 Avalanche Biotechnologies, Inc. 7/30/2014 $102,000,000 Nasdaq Global Market Delaware 2836 Aviv REIT, Inc. 3/20/2013 $264,000,000 NYSE Maryland 6798 Avolon Holdings Limited 12/11/2014 $272,727,260 NYSE Cayman Islands -7359 Bankwell Financial Group, Inc. 5/15/2014 $48,648,654 Nasdaq Global Market Connecticut 6022 Barracuda Networks, Inc. 11/5/2013 $74,520,000 NYSE Delaware 3577 Bellicum Pharmaceuticals, Inc. 12/17/2014 $139,650,000 Nasdaq Global Market Delaware 2834 Benefitfocus, Inc. 9/17/2013 $130,777,500 Nasdaq Global Market Delaware 7372 BIND Therapeutics, Inc. 9/19/2013 $70,500,000 Nasdaq Global Select Market Delaware 2834 Bio Blast Pharma Ltd. 7/30/2014 $35,200,000 Nasdaq Global Market Israel 2834 BioAmber Inc. 5/9/2013 $80,000,000 NYSE Delaware 2860 Biocept, Inc. 2/4/2014 $19,000,000 Nasdaq Capital Market Delaware 8071 Blackhawk Network Holdings, 4/18/2013 $230,000,000 Nasdaq Global Delaware 6199
A Survey and Related Resources PAGE 21 NAME DATE OF OFFERING OFFERING SIZE EXCHANGE LISTING STATE OF INCORPORATION INDUSTRY CODE Inc. Select Market Blue Capital Reinsurance Holdings Ltd. 11/5/2013 $125,000,000 NYSE Bermuda 6331 bluebird bio, Inc. 6/18/2013 $100,999,992 Nasdaq Global Select Market Delaware 2836 Boot Barn Holdings, Inc. 10/29/2014 $80,000,000 NYSE Delaware 5661 Borderfree, Inc. 3/20/2014 $80,000,000 Nasdaq Global Market Delaware 7389 Boulevard Acquisition Corp. 2/12/2014 $210,000,000 Nasdaq Capital Market Delaware 6770 Bright Horizons Family Solutions Inc. 1/24/2013 $222,200,000 NYSE Delaware 8351 C1 Financial, Inc. 8/13/2014 $44,736,643 NYSE Florida 6022 Cachet Financial Solutions, Inc. 7/9/2014 $6,750,000 OTC Delaware 6770 Calithera Biosciences, Inc. 10/1/2014 $80,000,000 Nasdaq Global Select Market Delaware 2834 Cambridge Capital Acquisition Corporation 12/17/2013 $70,000,000 Nasdaq Capital Market Delaware 6770 Cancer Genetics, Inc. 4/4/2013 $6,000,000 Nasdaq Capital Market Delaware 8071 Capitol Acquisition Corp. II 5/10/2013 $180,000,000 Nasdaq Capital Market Delaware 6770 Capnia, Inc. 11/12/2014 $10,725,000 Nasdaq Capital Market Delaware 3845 Cara Therapeutics, Inc. 1/30/2014 $55,000,000 Nasdaq Global Market Delaware 2834 Care.com, Inc. 1/23/2014 $90,950,000 NYSE Delaware 7200 CareDx, Inc. 7/16/2014 $40,000,000 Nasdaq Global Market Delaware 8071 Castlight Health, Inc. 3/13/2014 $177,600,000 NYSE Delaware 7374 CB Pharma Acquisition Corp. 12/12/2014 $40,000,000 Nasdaq Capital Market Cayman Islands -6770 Celladon Corporation 1/29/2014 $44,000,000 Nasdaq Global Market Delaware 2836 Cellular Dynamics International, Inc. 7/24/2013 $46,152,000 Nasdaq Global Market Wisconsin 2836 Century Communities, Inc. 6/17/2014 $103,040,000 NYSE Delaware 1531 Cerulean Pharma Inc. 4/10/2014 $59,500,000 Nasdaq Global Market Delaware 2834 ChannelAdvisor Corporation 5/22/2013 $80,500,000 NYSE Delaware 7372 Cheetah Mobile Inc. 5/7/2014 $168,000,000 NYSE Cayman Islands 7372 Chegg, Inc. 11/12/2013 $187,500,000 NYSE Delaware 8200 Cherry Hill Mortgage Investment Corporation 10/3/2013 $130,000,000 NYSE Maryland 6798 Chimerix, Inc. 4/10/2013 $95,306,400 Nasdaq Global Market Delaware 2834 China Commercial Credit, Inc. 8/13/2013 $8,905,000 Nasdaq Capital Market Delaware 6021 City Office REIT, Inc. 4/14/2014 $72,500,000 NYSE Maryland 6798 ClubCorp Holdings, Inc. 9/19/2013 $252,000,000 NYSE Nevada 7997 Coherus BioSciences, Inc. 11/12/2014 $85,000,050 Nasdaq Global Market Delaware 2836 Committed Capital Acquisition Corporation II 4/10/2014 $35,000,000 OTC Bulletin Board Delaware 6770
A Survey and Related Resources PAGE 22 NAME DATE OF OFFERING OFFERING SIZE EXCHANGE LISTING STATE OF INCORPORATION INDUSTRY CODE Conatus Pharmaceuticals Inc. 7/24/2013 $66,000,000 Nasdaq Global Market Delaware 2834 Concert Pharmaceuticals, Inc. 2/12/2014 $84,000,000 Nasdaq Global Market Delaware 2834 ConnectOne Bancorp, Inc. 2/11/2013 $44,800,000 Nasdaq Global Select Market New Jersey 6022 Connecture, Inc. 12/11/2014 $53,080,000 Nasdaq Global Market Delaware 7372 Continental Building Products, Inc. 2/4/2014 $164,710,000 NYSE Delaware 3270 ContraFect Corporation 7/28/2014 $36,000,000 Nasdaq Capital Market Delaware 2834 Control4 Corporation 8/1/2013 $64,000,000 Nasdaq Global Select Market Delaware 3670 Controladora Vuela CompaÃ±Ã¬a de AviaciÃ³n, S.A.B. de 9/17/2013 $346,153,848 NYSE Mexico 4512 Corium International, Inc. 4/2/2014 $52,000,000 Nasdaq Global Market Delaware 2834 Coupons.com Incorporated 3/6/2014 $168,000,000 NYSE Delaware 7310 Covisint Corporation 9/26/2013 $64,000,000 Nasdaq Global Select Market Michigan 7374 Criteo S.A. 11/4/2013 $250,559,980 nasdaq global market France 7311 Cvent, Inc. 8/8/2013 $117,600,000 NYSE Delaware 7372 Cyan, Inc. 5/8/2013 $88,000,000 NYSE Delaware 7373 CyberArk Software Ltd. 9/23/2014 $85,760,000 Nasdaq Global Select Market Israel 7372 CyrusOne Inc. 1/17/2013 $315,500,000 Nasdaq Global Select Market Maryland 6798 Dave & Buster's Entertainment, Inc. 10/9/2014 $94,117,648 Nasdaq Global Market Delaware 5812 DBV Technologies S.A. 10/21/2014 $92,572,155 Nasdaq Global Select Market France 2836 Dermira, Inc. 10/2/2014 $125,000,000 Nasdaq Global Select Market Delaware 2834 Diamond Resorts International, Inc. 7/18/2013 $217,000,000 NYSE Delaware 7011 Dicerna Pharmaceuticals, Inc. 1/29/2014 $90,000,000 Nasdaq Global Select Market Delaware 2834 Dipexium Pharmaceuticals, Inc. 3/12/2014 $33,000,000 Nasdaq Capital Market Delaware 2834 Dorian LPG Ltd. 5/7/2014 $134,999,997 NYSE Marshall Islands 4412 DT Asia Investments Limited 9/30/2014 $60,000,000 Nasdaq Capital Market British Virgin Islands 6770 Eagle Pharmaceuticals, Inc. 2/11/2014 $50,250,000 Nasdaq Global Market Delaware 2834 Eclipse Resources Corporation 6/19/2014 $818,100,000 NYSE Delaware 1311 Egalet Corporation 2/5/2014 $50,400,000 Nasdaq Global Market Delaware 2834 eHi Car Services Limited 11/17/2014 $120,000,000 NYSE Cayman Islands 7510 El Pollo Loco Holdings, Inc. 7/24/2014 $107,142,855 Nasdaq Global Select Market Delaware 5812 Eleven Biotherapeutics, Inc. 2/5/2014 $50,000,000 Nasdaq Global Market Delaware 2834
A Survey and Related Resources PAGE 23 NAME DATE OF OFFERING OFFERING SIZE EXCHANGE LISTING STATE OF INCORPORATION INDUSTRY CODE Ellington Residential Mortgage REIT 5/1/2013 $129,000,000 NYSE Maryland 6798 Enanta Pharmaceuticals, Inc. 3/20/2013 $56,000,000 Nasdaq Global Select Market Delaware 2834 Endurance International Group Holdings, Inc. 10/24/2013 $252,612,000 Nasdaq Global Select Market Delaware 7372 Energous Corporation 3/27/2014 $24,000,000 Nasdaq Capital Market Delaware 3663 Enzymotec Ltd. 9/26/2013 $61,768,000 Nasdaq Global Select Market Israel 2834 Epizyme, Inc. 5/30/2013 $77,130,000 Nasdaq Global Market Delaware 2834 Eros International Plc 11/14/2013 $51,425,000 NYSE Isle of Man 7822 Esperion Therapeutics, Inc. 6/25/2013 $65,100,000 Nasdaq Global Market Delaware 2834 Essent Group Ltd. 10/30/2013 $335,072,006 NYSE Bermuda 6351 EVERTEC, Inc. 4/11/2013 $505,263,180 NYSE Puerto Rico 7374 Everyday Health, Inc. 3/27/2014 $100,100,000 NYSE Delaware 7389 Evogene Ltd. 11/20/2013 $73,750,000 NYSE ISrael 2870 Evoke Pharma, Inc. 9/24/2013 $25,200,000 Nasdaq Capital Market Delaware 2834 Fairway Group Holdings Corp. 4/6/2013 $177,745,000 Nasdaq Global Market Delaware 5411 Farmland Partners Inc. 4/10/2014 $53,200,000 NYSE MKT Maryland 6798 Fate Therapeutics, Inc. 9/30/2013 $40,000,002 Nasdaq Global Market Delaware 2836 FCB Financial Holdings, Inc 7/31/2014 $165,440,000 NYSE Delaware 6021 FibroGen, Inc. 11/13/2014 $145,800,000 NASDAQ Delaware 2834 Fifth Street Asset Management Inc. 10/29/2014 $102,000,000 Nasdaq Global Select Market Delaware 6282 FireEye, Inc. 9/19/2013 $303,500,000 Nasdaq Global Select Market Delaware 3577 First NBC Bank Holding Company 5/9/2013 $100,000,008 Nasdaq Global Select Market Louisiana 6022 Five Oaks Investment Corp. 3/21/2013 $60,499,995 Nasdaq Global Select Market Maryland 6798 Five Prime Therapeutics, Inc. 9/18/2013 $62,400,000 NYSE Delaware 2834 Five9, Inc. 4/3/2014 $70,000,000 Nasdaq Global Select Market Delaware 7374 Flexion Therapeutics, Inc. 2/11/2014 $65,000,000 Nasdaq Stock Market Delaware 2834 FMSA Holdings Inc. 10/2/2014 $400,000,000 Nasdaq Global Market Delaware 1400 Foamix Pharmaceuticals Ltd. 9/17/2014 $40,200,000 NYSE Israel 2833 Forward Pharma A/S 10/14/2014 $220,500,000 Nasdaq Global Market FPI 2834 Foundation Medicine, Inc. 9/25/2013 $105,999,984 Nasdaq Global Select Market Delaware 8071 Fox Factory Holding Corp. 8/7/2013 $128,571,435 Nasdaq Global Select Market Delaware 3571 Freshpet, Inc. 11/6/2014 $156,250,005 Nasdaq Global Select Market Delaware 2040 Galmed Pharmaceuticals Ltd. 3/12/2014 $38,304,900 Nasdaq Global Market Israel 2834 Garnero Group Acquisition 6/25/2014 $125,000,000 Nasdaq Capital Cayman Islands 6770
A Survey and Related Resources PAGE 24 NAME DATE OF OFFERING OFFERING SIZE EXCHANGE LISTING STATE OF INCORPORATION INDUSTRY CODE Company Market Genocea Biosciences, Inc. 2/4/2014 $66,000,000 Nasdaq Capital Market Delaware 2836 GeoPark Limited 2/6/2014 $94,500,000 Nasdaq Global Market Bermuda 1311 Gigamon Inc. 6/11/2013 $128,250,000 NYSE Delaware 7374 Gladstone Land Corporation 1/28/2013 $50,000,000 NYSE Maryland 6798 Global Defense & National Security Systems, Inc. 10/23/2013 $60,000,000 Nasdaq Global Market Delaware 6770 Globant S.A. 7/17/2014 $58,500,000 Nasdaq Capital Market Luxembourg 7374 GlobeImmune, Inc. 7/1/2014 $15,000,000 NYSE Delaware 2834 GlycoMimetics, Inc. 1/9/2014 $56,000,000 nasdaq capital market Delaware 2834 Gogo Inc. 6/20/2013 $187,000,000 Nasdaq Global Market Delaware 4099 GoPro, Inc. 6/25/2014 $427,200,000 Nasdaq Global Select Market Delaware 3861 Great Basin Scientific, Inc. 10/8/2014 $8,050,000 Nasdaq Global Select Market Delaware 3841 Great Western Bancorp, Inc. 10/14/2014 $288,000,000 Nasdaq Capital Market Delaware 6022 Green Bancorp, Inc. 8/7/2014 $70,312,500 NYSE Texas 6021 GrubHub Inc. 4/3/2014 $192,545,964 Nasdaq Global Select Market Delaware 7389 GW Pharmaceuticals plc 5/1/2013 $31,150,000 NYSE England/Wales 2834 Hannon Armstrong Sustainable Infrastructure 4/17/2013 $166,666,662 Nasdaq Global Market Maryland 6798 Health Insurance Innovations, Inc. 2/7/2013 $65,333,338 NYSE Delaware 6411 HealthEquity, Inc. 8/5/2014 $127,400,000 Nasdaq Global Market Delaware 7389 Heat Biologics, Inc. 7/23/2013 $25,000,000 Nasdaq Global Select Market Delaware 2834 Hennessy Capital Acquisition Corp. 1/16/2014 $100,000,000 Nasdaq Capital Market Delaware 3713 Heritage Insurance Holdings, Inc. 5/22/2014 $66,000,000 Nasdaq Capital Market Delaware 6331 HF2 Financial Management Inc. 3/21/2013 $153,000,000 NYSE Delaware 6282 Histogenics Corporation 12/2/2014 $65,000,000 Nasdaq Capital Market Delaware 3842 Hortonworks, Inc. 12/11/2014 $100,000,000 Nasdaq Global Market Delaware 7372 HubSpot, Inc. 10/9/2014 $125,000,000 Nasdaq Global Select Market Delaware 7372 Hydra Industries Acquisition Corp. 10/24/2014 $80,000,000 NYSE Delaware 6770 Ideal Power Inc. 11/22/2013 $15,000,000 Nasdaq Capital Market Delaware 3620 iDreamSky Technology Limited 8/6/2014 $115,500,000 Nasdaq Capital Market Foreign 7372 iKang Healthcare Group, Inc. 4/8/2014 $152,667,844 Nasdaq Global Select Market British Virgin Islands 8011 Immune Design Corp. 7/23/2014 $60,000,000 Nasdaq Global Delaware 2834
A Survey and Related Resources PAGE 25 NAME DATE OF OFFERING OFFERING SIZE EXCHANGE LISTING STATE OF INCORPORATION INDUSTRY CODE Select Market Imprivata, Inc. 6/24/2014 $75,000,000 Nasdaq Global Market Delaware 7372 INC Research Holdings, Inc. 11/13/2014 $149,999,998 NYSE Delaware 8731 Independence Contract Drilling, Inc. 8/7/2014 $110,000,000 Nasdaq Global Select Market Delaware 1381 Independent Bank Group, Inc. 4/2/2013 $83,200,000 NYSE Texas 3022 Innocoll AG 7/25/2014 $58,500,000 Nasdaq Global Market germany 2834 Inogen, Inc. 2/13/2014 $70,588,208 Nasdaq Global Market Delaware 3842 Installed Building Products, Inc. 2/12/2014 $81,950,000 Nasdaq Global Select Market Delaware 1520 Insys Therapeutics, Inc. 5/2/2013 $32,000,000 NYSE Delaware 2834 Intersect ENT, Inc. 7/23/2014 $55,000,000 Nasdaq Global Market Delaware 3841 Intrawest Resorts Holdings, Inc. 1/30/2014 $187,500,000 Nasdaq Global Market Delaware 7990 Intrexon Corporation 8/7/2013 $159,999,984 NYSE Virginia 8731 Investar Holding Corporation 6/30/2014 $40,250,000 NYSE Louisiana 6022 iRadimed Corporation 7/15/2014 $12,600,000 NYSE Delaware 3841 James River Group Holdings, Ltd. 12/11/2014 $231,000,000 Nasdaq Capital Market 6331 JGWPT Holdings Inc. 11/8/2013 $115,500,000 Nasdaq National Market Delaware 6199 Jones Energy, Inc. 7/23/2013 $187,500,00 NYSE Delaware 1311 Jumei International Holding Limited 5/15/2014 $245,080,000 NYSE Cayman Islands 5990 Juno Therapeutics, Inc. 12/18/2014 $246,550,008 NYSE Delaware 2836 K2M Group Holdings, Inc. 5/7/2014 $132,375,000 Nasdaq Global Select Market Virginia 3841 KaloBios Pharmaceuticals, Inc. 1/31/2013 $70,000,000 Nasdaq Global Select Market Delaware 2834 Kamada Ltd. 5/30/2013 $51,639,383 Nasdaq Global Market Israel 2834 Karyopharm Therapeutics Inc. 11/12/2013 $108,800,000 Nasdaq Global Select Market Delaware 2834 Kindred Biosciences, Inc. 12/11/2013 $52,500,000 Nasdaq Global Select Market Delaware 2834 Kite Pharma, Inc. 6/19/2014 $127,500,000 Nasdaq Capital Market Delaware 2836 Kofax Limited 12/5/2013 $11,700,000 Nasdaq Global Select Market Bermuda 7370 La Quinta Holdings Inc. 4/8/2014 $650,250,000 Nasdaq Global Select Market Delaware 7011 Ladder Capital Corp 2/5/2014 $225,250,000 NYSE Delaware 6500 LDR Holding Corporation 10/8/2013 $75,000,000 NYSE Texas 3841 Leju Holdings Limited 4/16/2014 $100,000,000 Nasdaq Global Select Market Cayman Islands 6500 Levy Acquisition Corp. 11/13/2013 $150,000,000 NYSE Illinois 6770 LGI Homes, Inc. 11/6/2013 $99,000,000 Nasdaq Capital Market Delaware 1531 LightInTheBox Holding Co., Ltd. 6/11/2013 $78,850,000 Nasdaq Global Select Market Cayman Islands 5961 Liquid Holdings Group, LLC 7/25/2013 $28,575,000 NYSE Delaware 7372
A Survey and Related Resources PAGE 26 NAME DATE OF OFFERING OFFERING SIZE EXCHANGE LISTING STATE OF INCORPORATION INDUSTRY CODE Lombard Medical, Inc. 4/25/2014 $55,000,000 Nasdaq Global Market Cayman Islands 3841 Loxo Oncology, Inc. 7/31/2014 $68,399,994 Nasdaq Global Market Delaware 2834 Luxoft Holding, Inc 6/25/2013 $69,565,190 Nasdaq Global Market Foreign 7371 Macrocure Ltd. 7/30/2014 $53,500,000 NYSE ISrael 2836 MacroGenics, Inc. 10/16/2013 $80,000,000 Nasdaq Global Market Delaware 2834 Malibu Boats, Inc. 1/30/2014 $100,000,012 Nasdaq Global Select Market Delaware 3730 Marcus & Millichap, Inc. 10/30/2013 $72,000,000 Nasdaq Global Select Market Delaware 6531 Marin Software Incorporated 3/21/2013 $105,000,000 NYSE Delaware 7374 Marinus Pharmaceuticals, Inc. 7/31/2014 $45,000,000 NYSE Delaware 2834 Marketo, Inc. 5/16/2013 $78,773,617 Nasdaq Global Market Delaware 7372 Markit Ltd. 6/18/2014 $1,283,336,472 Nasdaq Global Select Market Bermuda 6200 Marrone Bio Innovations, Inc. 8/1/2013 $57,000,000 Nasdaq Global Select Market Delaware 2870 Materialise NV 6/24/2014 $96,000,000 Nasdaq Global Market Belgium 7372 Mavenir Systems, Inc. 11/6/2013 $54,500,000 Nasdaq Global Select Market Delaware 3576 Medical Transcription Billing, Corp. 7/22/2014 $20,400,000 NYSE Delaware 7372 MediWound Ltd. 3/19/2014 $70,000,000 Nasdaq Capital Market Israel 2833 Medley Management Inc. 9/23/2014 $108,000,000 Nasdaq Global Market Delaware 6282 MEDOVEX Corp. 12/19/2014 $8,000,004 NYSE Nevada 3841 MedWorth Acquisition Corp. 6/26/2013 $52,800,000 Nasdaq Capital Market New York 8082 Memorial Resource Development Corp. 6/12/2014 $813,200,000 Nasdaq Capital Market Delaware 1311 Minerva Neurosciences, Inc. 6/30/2014 $32,727,270 Nasdaq Global Select Market Delaware 2834 MiX Telematics Limited 8/9/2013 $100,737,568 Nasdaq Global Market South Africa 7372 MobileIron, Inc. 6/11/2014 $99,999,999 NYSE Delaware 7372 Mobileye N.V. 7/31/2014 $889,725,000 Nasdaq Global Select Market Israel 7372 Model N, Inc. 3/19/2013 $104,470,000 NYSE Delaware 7370 Moelis & Company 4/15/2014 $162,500,000 NYSE Delaware 6282 MOKO Social Media Limited 6/26/2014 $8,250,000 NYSE Australia 7370 MOL Global, Inc. 10/9/2014 $168,750,000 Nasdaq Global Market Cayman Islands 7389 Momo Inc. 12/10/2014 $216,000,000 Nasdaq Global Market Cayman Islands 7372 Montage Technology Group Limited 9/25/2013 $71,000,000 Nasdaq Global Market Cayman Islands 3674 NanoString Technologies, Inc. 6/25/2013 $54,000,000 Nasdaq Global Market Delaware 2836 Navigator Holdings Ltd. 11/20/2013 $228,000,000 Nasdaq Global Marshall Islands 4412
A Survey and Related Resources PAGE 27 NAME DATE OF OFFERING OFFERING SIZE EXCHANGE LISTING STATE OF INCORPORATION INDUSTRY CODE Market Neff Corporation 11/20/2014 $157,142,850 NYSE Delaware 7359 Neothetics, Inc. 11/19/2014 $65,100,000 NYSE Delaware 2834 NephroGenex, Inc. 2/11/2014 $37,200,000 Nasdaq Global Market Delaware 2834 NeuroDerm Ltd. 11/13/2014 $45,000,000 Nasdaq Capital Market Israel 2834 Nevro Corp. 11/5/2014 $126,000,000 Nasdaq Global Market Delaware 3841 New Relic, Inc. 12/11/2014 $115,000,000 NYSE Delaware 7372 Nimble Storage, Inc. 12/12/2013 8,000,000 NYSE Delaware 3572 NMI Holdings, Inc. 11/7/2013 2,103,395 NYSE Delaware 6351 Noodles & Company 1/27/2013 5,357, 143 Nasdaq Global Market Delaware 5812 Norcraft Companies, Inc. 15/6/13 6,397,073 Nasdaq Global Select Market Delaware Nord Anglia Education, Inc. 3/25/2014 19,000,000 NYSE Cayman Islands 8200 Nordic American Offshore Ltd. 6/11/2014 58,882,352 NYSE Marshall Islands 4412 North Atlantic Drilling Ltd. 1/28/2014 57,552,074 NYSE UK 1381 NRG Yield, Inc. 7/16/2013 19,575,000 NYSE Delaware 4911 NV5 Holdings, Inc. 3/27/2013 14,000,000 NYSE Delaware 7380 Ocular Therapeutix, Inc. 7/24/2014 5,000,000 Nasdaq Capital Market Delaware 2834 Omthera Pharmaceuticals, Inc. 4/11/2013 8,000,000 Nasdaq Global Market Delaware 2834 On Deck Capital, Inc. 12/16/2014 $200,000,000 Nasdaq Global Market Delaware 6199 OncoMed Pharmaceuticals, Inc. 7/17/2013 4,800,000 NYSE Delaware 2834 Onconova Therapeutics, Inc 7/24/2013 5,166,667 Nasdaq Global Select Market Delaware 2834 Ophthotech Corporation 9/24/2013 7,600,000 Nasdaq Global Market Delaware 2834 Opower, Inc. 4/3/2014 6,100,000 Nasdaq Global Select Market Delaware 7372 Orchid Island Capital, Inc. (REIT) 2/14/2013 2,360,000 NYSE Maryland 6798 Otonomy, Inc. 8/12/2014 6,250,000 NYSE MKT Delaware 2834 Oxford Immunotec Global PLC 11/21/2013 5,360,000 Nasdaq Global Select Market England/Wales 2835 Papa Murphy's Holdings, Inc. 5/1/2014 5,833,333 Nasdaq Global Market Delaware 5812 Paramount Group, Inc. 11/18/2014 $2,292,500,000 Nasdaq Global Select Market Maryland 6798 Parnell Pharmaceuticals Holdings Ltd 6/18/2014 5,000,000 NYSE Australia 2834 Parsley Energy, Inc. 5/22/2014 50,000,000 NYSE Delaware 1311 Pattern Energy Group Inc. 9/26/2013 16,000,000 NASDAQ Global Market Delaware 4911 Paycom Software, Inc. 3/14/2014 6,645,000 NYSE Delaware 7372 Paylocity Holding Corporation 3/18/2014 7,045,000 NASDAQ Global Select Market Delaware 7372 Peak Resorts, Inc. 11/20/2014 $90,000,000 NASDAQ Global Market Missouri 7990 PennyMac Financial Services, 5/8/2013 11,111,111 NYSE Delaware 6162
A Survey and Related Resources PAGE 28 NAME DATE OF OFFERING OFFERING SIZE EXCHANGE LISTING STATE OF INCORPORATION INDUSTRY CODE Inc. Pfenex Inc. 7/23/2014 8,333,333 NYSE MKT Delaware 2834 Phibro Animal Health Corporation 4/10/2014 12,745,392 NASDAQ Delaware 2834 Physicians Realty Trust (REIT) 7/8/2013 10,434,782 NYSE Maryland 6798 Portola Pharmaceuticals, Inc. 5/21/2013 8,422,758 NASDAQ Global Market Delaware 2834 Potbelly Corporation 10/3/2013 7,500,000 NASDAQ Global Select Market Delaware 5812 PRA Health Sciences, Inc. 11/12/2014 $305,581,392 NASDAQ Global Select Market Delaware 8731 Premier, Inc. 9/25/2013 28,151,958 NASDAQ Global Select Market Delaware 8741 Professional Diversity Network, LLC 3/5/2013 2,625,000 NASDAQ Capital Market Delaware 7370 ProQR Therapeutics B.V. 9/18/2014 7,500,000 NASDAQ Global Market The Netherlands 2834 Prosensa Holding B.V. 6/27/2013 6,000,000 NASDAQ Global Select Market The Netherlands 2834 Proteon Therapeutics, Inc. 10/21/2014 6,110,000 NASDAQ Global Market Delaware 2836 PTC Therapeutics, Inc. 6/19/2013 8,372,000 NASDAQ Global Select Market Delaware 2834 Q2 Holdings, Inc. 3/19/2014 7,760,870 NYSE Delaware 7372 QIWI plc 5/2/2013 12,500,000 NASDAQ Global Select Market Cyprus 7389 QTS Realty Trust, Inc. 10/8/2013 12,250,000 NYSE Maryland 6798 Quartet Merger Corp. 10/28/2013 8,400,000 NASDAQ Capital Market Delaware 6770 Quinpario Acquisition Corp. 8/8/2013 150,000,000 NASDAQ Capital Market Delaware 6770 Qunar Cayman Islands Limited 10/31/2013 111,111,000 NASDAQ Global Market Cayman Islands 7389 Quotient Limited 4/14/2014 5,000,000 NASDAQ Global Market Jersey, Channel Islands 2835 Rally Software Development Corp. 4/11/2013 6,000,000 NYSE Delaware 7372 RCS Capital Corporation 6/5/2013 2,500,000 NYSE Delaware 6211 RE/MAX Holdings, Inc. 10/1/2013 10,000,000 NYSE Delaware 6531 Receptos, Inc. 5/8/2013 5,200,000 NASDAQ Global Market Delaware 2834 Recro Pharma, Inc. 3/6/2014 3,750,000 NASDAQ Capital Market Pennsylvania 2834 Regado Biosciences, Inc. 8/22/2013 10,750,000 NASDAQ Capital Market Delaware 2834 Relypsa Inc. 11/14/2013 6,850,000 NASDAQ Global Select Market Delaware 2834 Resonant Inc. 6/3/2014 2,700,000 NASDAQ Capital Market Delaware 3674 RetailMeNot, Inc. 7/18/2013 9,090,908 NASDAQ Global Select Market Delaware 7310 Revance Therapeutics, Inc. 2/5/2014 6,000,000 NASDAQ Global Market Delaware 2834 ReWalk Robotics Ltd. 9/11/2014 3,000,000 NASDAQ Global Market ISrael 3842
A Survey and Related Resources PAGE 29 NAME DATE OF OFFERING OFFERING SIZE EXCHANGE LISTING STATE OF INCORPORATION INDUSTRY CODE Rexford Industrial Realty, Inc. (REIT) 7/18/2013 16,000,000 NYSE Maryland 6798 Rice Energy Inc. 1/23/2014 44,000,000 NYSE Delaware 1311 RingCentral, Inc. 9/26/2013 7,500,000 NYSE Delaware 7374 Rocket Fuel Inc. 9/19/2013 4,000,000 NASDAQ Global Select Market Delaware 7370 ROI Acquisition Corp. II 9/16/2013 125,000,000 NASDAQ Capital Market Delaware 6770 Roka Bioscience, Inc. 7/16/2014 5,000,000 NASDAQ Global Market Delaware 3826 RSP Permian, Inc. 1/17/2014 20,000,000 NYSE Delaware 1311 Ruthigen, Inc. 3/21/2014 2,650,000 NASDAQ Capital Market Delaware 2834 Sage Therapeutics, Inc. 6/17/2014 5,000,000 NASDAQ Global Market Delaware 2834 Scorpio Bulkers Inc. 12/11/2013 31,300,000 NYSE Marshall Islands 4412 SCYNEXIS, Inc. 5/2/2014 6,200,000 NASDAQ Global Market Delaware 2834 Second Sight Medical Products, Inc. 11/18/2014 $31,500,000 NASDAQ Capital Market CA 3845 Semler Scientific, Inc. 2/20/2014 1,430,000 NASDAQ Capital Market Delaware 3845 SFX Entertainment, Inc. 1/8/2014 20,000,000 NASDAQ Global Select Market Delaware 7900 Sientra, Inc. 10/28/2014 5,000,000 NASDAQ Global Select Market Delaware 3842 Signal Genetics, Inc. 6/17/2014 850,000 NASDAQ Capital Market Delaware 8071 Silver Eagle Acquisition Corp. 7/25/2013 30,000,000 NASDAQ Capital Market Delaware 6770 Silver Spring Networks, Inc. 3/12/2013 4,750,000 NYSE Delaware 3576 Silvercrest Asset Management Group Inc. 6/26/2013 4,790,684 NASDAQ Global Market Delaware 6282 Sino Mercury Acquisition Corp. 8/26/2014 4,000,000 NASDAQ Capital Market Delaware 6770 Sky Solar Holdings, Ltd. 11/18/2014 $44,200,000 NASDAQ Capital Market Cayman Islands 4931 Sophiris Bio Inc. 8/16/2013 13,000,000 NASDAQ Global Market British Columbia 2834 Spark Energy, Inc. 7/28/2014 3,000,000 NASDAQ Global Select Market Delaware 4931 Sportsman's Warehouse Holdings, Inc. 4/16/2014 12,500,000 NASDAQ Global Select Market Delaware 5940 Square 1 Financial, Inc. 3/26/2014 5,781,126 NASDAQ Global Select Market Delaware 6022 Stemline Therapeutics, Inc. 1/28/2013 3,317,644 NASDAQ Capital Market Delaware 2834 Stock Building Supply Holdings, Inc. 8/8/2013 4,411,765 NASDAQ Delaware 5211 Stonegate Mortgage Corporation 10/9/2013 7,100,000 NYSE Ohio 6162 STORE Capital Corporation 11/17/2014 $508,750,000 NYSE Maryland 6798 SunEdison Semiconductor Limited 1/28/2013 3,317,644 NASDAQ Global Select Market Delaware 2834 Sungy Mobile Limited 41,599 7,000,000 NASDAQ Global Cayman Islands 7372
A Survey and Related Resources PAGE 30 NAME DATE OF OFFERING OFFERING SIZE EXCHANGE LISTING STATE OF INCORPORATION INDUSTRY CODE Market Superior Drilling Products, Inc. 5/23/2014 6,750,000 NYSE MKT Utah 3533 Surgical Care Affiliates, Inc. 10/29/2013 9,777,778 NASDAQ Delaware 8093 T2 Biosystems, Inc. 8/6/2014 5,200,000 NASDAQ Global Market Delaware 3841 Tableau Software, Inc. 5/16/2013 8,200,000 NYSE Delaware 7372 Talmer Bankcorp, Inc. 2/11/2014 7,142,858 NASDAQ Capital Market Michigan 6021 Tandem Diabetes Care, Inc. 11/13/2013 8,000,000 NASDAQ Global Market Delaware 3841 Tarena International, Inc. 4/2/2014 15,300,000 NASDAQ Global Select Market Cayman Islands 8200 TCP International Holdings Ltd. 6/25/2014 7,142,858 NYSE Switzerland 3640 TerraForm Power, Inc. 7/17/2014 20,065,000 NASDAQ Global Select Market Delaware 4911 Terrapin 3 Acquisition Corporation 7/16/2014 185,000,000 NASDAQ Capital Market Delaware 6770 TetraLogic Pharmaceuticals Corporation 12/11/2013 7,150,000 NASDAQ Global Market Delaware 2834 Tetraphase Pharmaceuticals, Inc. 3/19/2013 10,714,286 NASDAQ Global Market Delaware 2834 Textura Corporation 6/6/2013 5,000,000 NYSE Delaware 7372 The Container Store Group, Inc. 10/31/2013 $225,000,000 NYSE Delaware 5700 The ExOne Company 2/6/2013 $95,400,000 NASDAQ Global Market Delaware 3355 The Habit Restaurants, Inc. 11/19/2014 $90,000,000 NASDAQ Global Market Delaware 5812 The Joint Corp. 11/10/2014 $19,500,000 NASDAQ Capital Market Delaware 6794 The New Home Company Inc. 1/30/2014 7,812,500 NYSE Delaware 1531 The Rubicon Project, Inc. 4/1/2014 6,770,995 NYSE Delaware 7370 Third Point Reinsurance Ltd. 8/14/2013 22,053,286 NYSE Bermuda 6331 Tokai Pharmaceuticals, Inc. 9/6/2014 6,480,000 NASDAQ Global Market Delaware 2834 Townsquare Media, Inc. 7/23/2014 8,333,333 NYSE Delaware 4832 Transocean Partners LLC 7/31/2014 17,500,000 NYSE Marshall Islands 1381 Tremor Video, Inc. 6/26/2013 7,500,000 NYSE Delaware 7311 Trevena, Inc. 1/31/2014 9,250,000 NASDAQ Global Select Market Delaware 2834 TRI Pointe Homes, Inc. 1/30/2013 13,689,000 NYSE Delaware 1531 TriState Capital Holdings, Inc. 5/8/2013 5,700,000 NASDAQ Global Select Market Pennsylvania 6022 Triumph Bancorp, Inc. 15/7/14 6,700,000 NASDAQ Global Select Market Texas 6022 TriVascular Technologies, Inc. 4/15/2010 6,500,000 NASDAQ Global Select Market Delaware N/A TrueCar, Inc. 5/21/2014 7,775,000 NASDAQ Global Select Market Delaware 7370 Trupanion, Inc. 7/17/2014 7,125,000 NYSE Delaware 6324 TubeMogul, Inc. 7/23/2014 6,250,000 NASDAQ Global Select Market Delaware 7372 Tuniu Corporation 5/8/2014 8,000,000 NASDAQ Global Select Market Cayman Islands 4700 Twitter, Inc. 11/13/2013 70,000,000 NYSE Delaware 7370
A Survey and Related Resources PAGE 31 NAME DATE OF OFFERING OFFERING SIZE EXCHANGE LISTING STATE OF INCORPORATION INDUSTRY CODE UBIC, Inc. 5/15/2013 1,100,000 NASDAQ Global Market Japan 7374 UCP, Inc. 7/17/2013 7,750,000 NYSE Delaware 1531 Ultragenyx Pharmaceutical Inc. 1/30/2014 5,760,369 NASDAQ Global Select Market Delaware 2834 uniQure B.V. 2/5/2014 5,400,000 NASDAQ Global Select Market The Netherlands 2834 Upland Software, Inc. 11/5/2014 3,846,154 NASDAQ Global Select Market Delaware 7372 Varonis Systems, Inc. 2/27/2014 4,800,000 NASDAQ Global Select Market Delaware 7372 Vascular Biogenics Ltd. 41,850 5,400,000 NASDAQ Global Select Market Israel 2834 Veeva Systems Inc. 10/15/2013 13,045,000 NYSE Delaware 7372 Veracyte, Inc. 10/29/2013 5,000,000 NASDAQ Global Market Delaware 8071 Veritex Holdings, Inc. 10/8/2014 2,700,000 NASDAQ Global Market Texas 6022 Versartis, Inc. 3/20/2014 6,000,000 NASDAQ Global Select Market Delaware 2834 Vince Holding Corp. 11/21/2013 10,000,000 NYSE Delaware 5600 Violin Memory, Inc. 9/26/2013 18,000,000 NYSE Delaware 3572 Vitae Pharmaceuticals, Inc. 9/24/2014 6,875,000 NASDAQ Global Market Delaware 2834 Vital Therapies, Inc. 4/17/2014 54,000,000 NASDAQ Global Market Delaware 2834 Vivint Solar, Inc. 10/1/2014 20,600,000 NYSE Delaware 3433 voxeljet AG (FPI) 10/17/2013 6,500,000 NYSE Germany 3555 Wayfair Inc. 10/1/2014 $319,000,000 NYSE Delaware 5961 WCI Communities, Inc 7/24/2013 $102,286,365 NYSE Delaware 1531 Weibo Corporation 4/16/2014 $285,600,000 NASDAQ Global Select Market Cayman Islands 7370 Wix.com Ltd. 11/5/2013 $127,050,000 NASDAQ Global Market ISrael 7370 WL Ross Holding Corp. 6/5/2014 $435,000,000 NASDAQ Capital Market Delaware 6770 Workiva Inc. 12/11/2014 $100,800,000 NYSE Delaware 7372 Xencor, Inc. 12/2/2013 $70,015,000 NASDAQ Global Market Delaware 2834 Xenon Pharmaceuticals Inc. 11/4/2014 $36,000,000 NASDAQ Global Market British Columbia 2834 xG Technology, Inc. 7/22/2013 $7,364,544.96 NASDAQ Capital Market Delaware 3669 Xoom Corporation 2/14/2013 $101,200,000 NASDAQ Global Select Market Delaware 6099 Xunlei Limited 6/23/2014 $87,780,000 NASDAQ Global Select Market Cayman Islands 7372 Yodlee, Inc. 10/2/2014 $75,000,000 NASDAQ Global Select Market Delaware 7372 YuMe, Inc. 8/6/2013 $46,125,000 NYSE Delaware 7311 Zafgen, Inc. 6/18/2014 $96,000,000 NASDAQ Global Market Delaware 2834 ZAIS Financial Corp. 2/7/2013 $120,062,500 NYSE Maryland 6798 Zendesk, Inc. 5/14/2014 $99,999,999 NYSE Delaware 7374 Zoe's Kitchen, Inc. 4/10/2014 $87,499,995 NYSE Delaware 5812
A Survey and Related Resources PAGE 32 NAME DATE OF OFFERING OFFERING SIZE EXCHANGE LISTING STATE OF INCORPORATION INDUSTRY CODE ZS Pharma, Inc. 6/17/2013 $106,999,992 NASDAQ Global Market Delaware 2834 Zulily, inc. 11/14/2013 $253,000,000 NASDAQ Global Select Market Delaware 5961
A Survey and Related Resources PAGE 34 APPENDIX B EMERGING GROWTH COMPANIES Emerging Growth Company – Benefits Permits filing a registration statement with the SEC on a confidential basis. Expands the range of permissible pre-filing communications made to qualified institutional buyers, or QIBs, or institutional accredited investors. EGCs may engage in oral or written communications with QIBs and institutional accredited investors in order to gauge their interest in a proposed IPO (i.e. “test-the-waters”) either prior to or following the first filing of the IPO registration statement. Requires EGCs to provide only two years of audited financial statements to the SEC (rather than three years), and delays the auditor attestation on internal controls requirement. Foreign Private Issuers that are EGCs will continue to be entitled to all of the other disclosure benefits available to them as FPIs (such as, for example, reduced compensation disclosure requirements, if permitted by home country practice). EGCs are exempt from: The mandatory say-on-pay vote requirement; The Dodd-Frank Act-required CEO pay ratio rules, and may use certain smaller reporting company scaled disclosure; Any new or revised financial accounting standard until the date that such accounting standard becomes broadly applicable to private companies; and Any rule requiring mandatory audit firm rotation or a supplement to the auditor’s report that would provide additional information regarding the audit of the company’s financial statements (no such requirements currently exist). An EGC may forego reliance on any exemption available to it. However, if it chooses to comply with financial reporting requirements applicable to non-EGCs, it must comply with all such standards and cannot selectively opt in or opt out of requirements. Any election must be made at the time the EGC files its first registration statement or Exchange Act report.
A Survey and Related Resources PAGE 35 EGC IPO Process S-1 EFFECTIVE The SEC must review the draft registration statement on a confidential basis An EGC may remain in the confidential review process until required to file Form S-1, with the SEC issuing comments and the EGC responding with draft submissions An EGC or any other person authorized by the EGC can “test-the-waters” in communications with QIBs and institutional accredited investors before or during the IPO The Form S-1 must be filed publicly 21 days before the road show; at this time, all prior confidential submissions become available publicly on EDGAR Broker-dealers, including those participating in the IPO, can publish research before, during or after the IPO without the research being deemed an “offer” under the Securities Act After filing the Form S-1, the process is the same as a pre-JOBS Act IPO ROAD SHOW FILE S-1 SUBMIT DRAFT S-1
A Survey and Related Resources PAGE 36 Disclosure Requirements PRIOR TO JOBS ACT UNDER THE JOBS ACT Financial Information in SEC Filings 3 years of audited financial statements 2 years of audited financial statements for smaller reporting companies Selected financial data for each of 5 years (or for life of issuer, if shorter) and any interim period included in the financial statements 2 years of audited financial statements Not required to present selected financial data for any period prior to the earliest audited period presented in connection with an IPO Within 1 year of IPO, EGC would report 3 years of audited financial statements Confidential Submissions of Draft IPO Registration Statement No confidential filing for U.S. issuers Confidential filing for FPIs only in specified circumstances EGCs (including FPIs that are EGCs) may submit a draft IPO registration statement for confidential review prior to public filing, provided that the registration statement is publicly filed with the SEC not later than 21 days before the EGC conducts a “road show.” This supersedes the SEC’s December 2011 position on confidential submissions by FPIs. Communications Before and During The Offering Process Limited ability to “test-the-waters” EGCs, either prior to or after filing a registration statement, may “test-the-waters” by engaging in oral or written communications with QIBs and institutional accredited investors to determine interest in an offering Auditor Attestation on Internal Controls Auditor attestation on effectiveness of internal controls over financial reporting required in second annual report after IPO Non-accelerated filers not required to comply Transition period for compliance of up to 5 years Accounting Standards Must comply with applicable new or revised financial accounting standards Not required to comply with any new or revised financial accounting standard until such standard applies to companies that are not subject to Exchange Act public company reporting EGCs may choose to comply with non-EGC accounting standards but may not selectively comply
A Survey and Related Resources PAGE 37 Disclosure Requirements (cont’d) PRIOR TO JOBS ACT UNDER THE JOBS ACT Executive Compensation Disclosure Must comply with executive compensation disclosure requirements, unless a smaller reporting company (which is subject to reduced disclosure requirements) Upon adoption of SEC rules under Dodd- Frank, will be required to calculate and disclose the median compensation of all employees compared to the CEO May comply with executive compensation disclosure requirements by complying with the reduced disclosure requirements generally available to smaller reporting companies Exempt from requirement to calculate and disclose the median compensation of all employees compared to the CEO FPIs entitled to rely on other executive compensation disclosure requirements Say-on-Pay Must hold non-binding advisory stockholder votes on executive compensation arrangements Exempt from requirement to hold non-binding advisory stockholder votes on executive compensation arrangements for 1 to 3 years after no longer an EGC “Testing-the-Waters” Title I of the JOBS Act expands permissible communications during a securities offering by amending the Securities Act to permit an EGC, or any person authorized to act on behalf of an EGC, either before or after the filing of a registration statement, to “test-the-waters” by: engaging in oral or written communications with potential investors that are QIBs or institutions that are accredited investors, to determine whether such investors might have an interest in a contemplated securities offering. The Securities Act prohibits all “offers” in whatever form prior to the filing of a registration statement. Prior to the JOBS Act, non-public companies and most public companies were prohibited from communicating with potential investors about a proposed offering without having filed a registration statement (“gun jumping”). This concept changes the communications framework for offerings “Test-the-waters communications” will not be considered “gun jumping;” The communications may be oral or written; If the communications are written, the communications need not comply with the requirements for a prospectus; and However, these communications still are subject to securities law liability. An EGC can use these communications in order to gain important insights into the views of institutional investors. For an EGC that needs to raise capital while it is contemplating an IPO, this guidance is helpful. During this “test-the-waters” process, the underwriter cannot solicit/confirm an order without a preliminary prospectus. The content of these conversations should be discussed and perhaps scripted. To the extent that written materials are used, counsel will want to ensure that the materials are consistent with the disclosures that will ultimately be included in the issuer’s registration statement.
A Survey and Related Resources PAGE 39 APPENDIX C NYSE VS. NASDAQ GLOBAL MARKET PRINCIPAL QUANTITATIVE LISTING REQUIREMENTS The following table summarizes the principal quantitative listing requirements; there are also qualitative requirements. SELECTED LISTING REQUIREMENT NYSE NASDAQ GLOBAL MARKET115 Minimum Number of Shareholders 400 round lot holders Same Minimum Number of Publicly Held Shares 1,100,000* *Shares held by directors, officers, or immediate families and other concentrated holdings of 10% or more are excluded. Same, with similar exclusions. Minimum Aggregate Market Value of Publicly Held Shares Generally $40M* Any of : Income Standard: $8M; Equity Standard: $18M; or Market Value Standard: $20M Minimum per Price Share At least $4.00 at initial listing Same Total Assets/Total Revenue Standard: $20M Minimum Number of Market Makers N/A Four; unless company qualifies for listing under the Income or Equity Standards, which each require three. 15 The other tiers (Nasdaq Global Select Market and Nasdaq Capital Market) have similar requirements.
A Survey and Related Resources PAGE 40 Minimum Financial Standards One of the following: Earnings Test: Pre-tax earnings from continuing operations, subject to adjustments, must total (1) $10M for the last three fiscal years, including a minimum of $2M in each of the two most recent fiscal years and positive amounts in all three years, or (2) $12M for the last three fiscal years, including a minimum of $5M in the most recent fiscal year and $2M in the next most recent fiscal year; or Valuation/Revenue with Cash Flow Test: $500M in global market cap, (2) $100M in revenues during the most recent 12-month period, and (3) $25M aggregate cash flows for the last three fiscal years with positive amounts in all three years, subject to adjustment; or Pure Valuation/Revenue Test: (1) $750M in global market cap and (2) $75M in revenues during most recent fiscal year; or Affiliated Company Test: (1) $500M in global market capitalization, (2) parent or affiliated company is a listed company in good standing, and (3) parent or affiliated company retains control of, or is under common control with, the entity; or Assets and Equity Test: (1) $150M in global market cap, and (2) $75M in total assets, including $50M in stockholders’ equity, subject to adjustment. One of the following: Income Standard: (A) $1M in annual pre-tax income from continuing operations in most recently completed fiscal year or in two of the three most recently completed fiscal years and (B) stockholders’ equity of $15M; or Equity Standard: Stockholders’ equity of $30M; or Market Value Standard: N/A for IPO; or Total Assets/Total Revenue Standard: Total assets + total revenue of $75M each for the most recently completed fiscal year or two of the three most recently completed fiscal years.
A Survey and Related Resources PAGE 42 APPENDIX D SUMMARY OF DIFFERENCES BETWEEN THE NYSE AND NASDAQ LISTING STANDARDS The following chart summarizes some the key differences between the requirements for companies listed on the New York Stock Exchange (“NYSE”) and the requirements for companies listed on the NASDAQ Global Select Market (“NASDAQ”). The chart includes sections that summarize the differences between the two exchanges in their qualitative listing requirements, corporate governance standards, website posting requirements and listing costs. Please note that the chart does not necessarily include all of the detailed provisions of such rules. INITIAL LISTING STANDARDS Initial Quantitative Listing Standards The company must meet one of the following financial criteria: Earnings Test: pre-tax earnings from continuing operations, subject to certain adjustments, must total (1) at least $10M in the aggregate for the last three fiscal years, including a minimum of $2M in each of the two most recent fiscal years and positive amounts in all three years, or (2) at least $12M in the aggregate for the last three fiscal years, including a minimum of $5M in the most recent fiscal year and $2M in the next most recent fiscal year. A company that is an emerging growth company and elects to report only two years of audited financial statements in its initial registration statement can qualify by having pre-tax earnings from continuing operations, subject to certain adjustments, must total $10M in the aggregate for the last two fiscal years, including a minimum of $2M in both years. Global Market Capitalization Test: Global Market Capitalization of at least $200 million. The must also meet the following requirements: 1. 400 round lot shareholders 2. 1,100,000 publicly held shares 3. $40 M market value of publically held shares. The company must meet one of the following criteria: Earnings: (A) Greater than $11M in aggregate pre-tax income from continuing operations in previous three fiscal years, and greater than $2M in aggregate pre-tax income from continuing operations in each of the last two fiscal years and the company must have had positive income for each of the past three fiscal years Capitalization with Cash Flow: (1) Aggregate cash flows of greater than $27.5M for the prior three fiscal years and positive cash flows for the prior three fiscal years; (2) market capitalization average of $550M over the prior 12 months (for an IPO, this will be based on the company’s market capitalization at the time of listing); and (3) revenue of greater than $110M during the previous fiscal year. Capitalization with Revenue: (1) Market Capitalization of $850M over the prior 12 months (for an IPO, this will be based on the company’s market capitalization at the time of listing); and (2) revenue of greater than $90M for the previous fiscal year. Assets with Equity: (1) Market capitalization of $160M; (2) Total assets of $80M; and (3) Stockholders’ equity of $55M. The company must also meet the following requirements: 1. 450 round lot shareholders or 2,200 total shareholders 2. 1,250,000 publically held shares 3. $45 M market value of publicly held shares. Market Makers The company must select a Designated Market Maker. The company must have either three or four active Market Makers.
A Survey and Related Resources PAGE 43 CORPORATE GOVERNANCE STANDARDS Director Independence Standard16 (Generally, the NYSE and NASDAQ standards for independence are the same, except as noted) The board of directors must make an affirmative determination as to whether or not each director is independent after reviewing each director’s relationship with the company. Among other criteria, the board’s review includes evaluating whether the director has a relationship with the company or is an officer, partner or stockholder of a company that has a relationship with the company. Under the NYSE standard for director independence. a director is not independent if: The director served as an employee or the immediate family member served as an executive officer for a company that has made or received the greater of $1M or 2% of gross revenues worth of payments to/from the listed company. For purposes of the above rules, “Family Member” includes a person's spouse, parents, children, siblings, mothers- and fathers-in-law, sons- and daughters-inlaw, brothers- and sisters-in-law, and anyone (other than domestic employees) who shares such person's home. References to “company” include any parent or subsidiary in a consolidated group with the company. The board of directors must make an affirmative determination as to whether or not each director is independent. Among other criteria, the board’s review includes evaluating whether the director has a relationship with the company or is an officer, partner or stockholder of a company that has a relationship with the company. Under the NASDAQ standard for director independence, a director is not independent if: The director is or has a Family Member who is a controlling shareholder or an executive officer of a company that has made or received the greater of $200,000 or 5% of gross revenues worth of payments to/from the listed company. For purposes of the above rules, “Family Member” means a person’s spouse, parents, children and siblings, whether by blood, marriage or adoption, or anyone residing in such person’s home. Disclosure of Independence Determination The board must disclose the basis for its determination in its annual proxy statement or, if the company does not file an annual proxy statement, in the company’s annual report filed with the SEC. Alternatively, the board may adopt and disclose standards for determining director independence and make a general disclosure that a given individual meets those standards. No disclosure requirement regarding the basis for independence determination; only whether the determination has been made that a director is independent. Independent Compensation Committee Required Required Independent Nominating/Corporate Governance Committee Required Company has the option to have nominating decisions made by independent directors Audit Committee Independence and Financial Literacy Requirements The committee must have at least three members, each of whom is or will become financially literate, as “interpreted by the listed company’s board in its business judgment.” In addition, at least one member must have accounting or related financial management expertise. Note, while the NYSE does not require such person to be an “audit committee financial expert,” “a board may “presume that such a person has accounting or related financial management expertise.” Further, a listed company must disclose whether an audit committee member serves on more than three audit committees of public companies. The committee must have at least three members, each of whom is financially literate (unlike the NYSE where members need not be financially literate at the time they begin service). At least one of the members must have past employment experience in finance or accounting field or requisite professional certification in accounting. None of the members may have participated in preparing the listed company’s (or any current subsidiary of the company’s) financial statements at any time during the past three years. Audit Committee Charter The written charter must address: The written charter must address: 16 Under the rules of both NYSE and NASDAQ, company listing in connection with its initial public offering has one year to become fully compliant with the independence standards. Each committee must have one independent director at the initial listing, have a majority of independent directors within 90 days of the initial listing and be fully independent within one year of the initial listing. Additionally, a Company listing in connection with its initial public offering shall have twelve months from the date of listing to comply with the majority independent board requirement.
A Survey and Related Resources PAGE 44 The committee's purpose, which must be to: o assist the board with oversight of: the integrity of the financial statements; compliance with legal and regulatory requirements; the independent auditor's qualifications and independence; and the performance of the internal audit department and the independent auditors; and o prepare the disclosure required by Item 407(d)(3)(i) of Regulation S-K (the audit committee report). Annual performance self-evaluation of the committee. Committee duties and responsibilities, which must include those set out in Rule 10A-3(b)(2), (3), (4) and (5) of the Exchange Act as well as to: o at least annually obtain and review a report by the independent auditor regarding the auditor’s internal quality control procedures, any material issues raised by the auditor's most recent internal quality control review or any government investigation within the past five years regarding any audits carried out by the auditor and steps taken to deal with any issues, and all relationships between the auditor and the company; o review and discuss the company's annual audited financial statements and quarterly financial statements with management and the independent auditor; o discuss the company's earnings press releases and any financial information and earnings guidance provided to analysts and rating agencies; o discuss risk assessment and risk management policies; o meet periodically with each of management, internal auditors and the independent auditors; o review any audit problems or difficulties and management's response with the independent auditors; o set hiring policies for current or former employees of the independent auditor; and o report regularly to the board. For those companies that do not yet have an internal audit function (because they are relying on the one year transition period), the charter must also provide that the committee must: Assist with board oversight of the design and implementation of an internal audit function. Meet periodically with the company personnel primarily responsible for designing and implementing the internal audit function. Review with the independent auditors the company's plans for implementing the internal audit function, including management's plans for internal audit's budget, staff and responsibilities. Scope of the committee's responsibilities and how it carries out those responsibilities, including its structure, processes and membership requirements. Responsibility for receiving a formal written statement from the outside auditors regarding all relationships between the auditor and the company, discussing with the auditor any relationships or services that may affect the objectivity and independence of the auditor, and taking or recommending that the board take action to oversee the independence of the auditor. Purpose of overseeing the accounting and financial reporting processes of the company and the audits of the financial statements. Specific responsibilities and authority to comply with Rule 10A-3(b)(2), (3), (4) and (5) of the Exchange Act regarding: o oversight of registered public accounting firms; o complaints relating to accounting, internal accounting controls or auditing matters; o authority to engage advisors; and o funding.
A Survey and Related Resources PAGE 45 Report regularly to the board regarding the design and implementation of internal audit. Compensation Committee Charter The charter must address the following rights and responsibilities: The compensation committee may, in its sole discretion, retain or obtain advice of a compensation consultant, independent legal counsel or other adviser. The compensation committee must be directly responsible for the appointment, compensation and oversight of any compensation adviser. The listed company must provide appropriate funding for payment of reasonable compensation to a compensation adviser, as determined by the compensation committee. In selecting compensation advisers, the compensation committee must take into consideration all factors relevant to that person's independence from management, including: o the provision of other services to the listed company by the person that employs the compensation adviser; o the amount of fees received from the listed company by the person that employs the compensation adviser, as a percentage of that person's total revenue; o the conflict of interest policies and procedures of the person that employs the compensation adviser; o any relationship of the compensation adviser with a member of the compensation committee; o any stock of the listed company owned by the compensation adviser; and o any business or personal relationship of the compensation adviser with an executive officer of the company. Compensation advisers do not need to be independent, but the compensation committee must undertake an evaluation of their independence. Each listed company must adopt a formal written charter (or board resolution) for its compensation committee that includes, among other provisions: The scope of the compensation committee's responsibilities and how it will carry out its responsibilities. The compensation committee's responsibility for determining or recommending to the board of directors for determination, the compensation of the CEO and other executive officers. A provision that the CEO may not be present during voting or deliberations on his compensation. The specific compensation committee responsibilities and authorities set out in NASDAQ Listing Rule 5605(d)(3), which include: o The responsibility and authority to retain compensation consultants, legal counsel and other advisors. o The provision that the listed company must provide appropriate funding for payment of reasonable compensation to a compensation advisor, as determined by the compensation committee. o The responsibility and authority to consider the six independence factors itemized in Rule 10C-1(b)(4) under the Exchange Act (same as the six factors enumerated under the NYSE rules) before selecting or receiving advice from any compensation advisor. The compensation committee must review and reassess the adequacy of the compensation committee charter annually Nominating & Corporate Governance Committee Charter The written charter must address: Purpose and responsibilities, which must at a minimum include: o identifying individuals qualified to become board members consistent with criteria approved by the board and select, or recommend that the board select, the director nominees for the next annual meeting of stockholders; o developing and recommending to the board a set of corporate governance guidelines for the company; and o overseeing the evaluation of the board and management. Annual performance self-evaluation of the If the company has a N&CG Committee, it must have a written charter addressing the director nominations process and any related matters as may be required under federal securities laws. If the company does not have a N&CG Committee it must certify that it has adopted board resolutions addressing the director nominations process and any related matters as may be required under federal securities laws.
A Survey and Related Resources PAGE 46 committee. The charter should also address: Committee member qualifications. Appointment and removal of members. Structure and operations, including the ability to delegate to subcommittees. Reporting to the board. Sole authority to retain and terminate any search firm to be used to identify director candidates, including authority to approve the search firm's fees and other retention terms. Internal Audit Function The company must have an internal audit function that provides management and the audit committee with ongoing assessments of the company's risk management processes and internal controls. The company must adopt the internal audit function within one year of listing. Not Required. Corporate Governance Guidelines Companies must adopt and disclose corporate governance guidelines that must address: Director qualification standards. This should at a minimum reflect the director independence standards in Sections 303A.01 and 303A.02, and may also include other policies such as: o a limitation on the number of boards on which a director can sit; and o director tenure, retirement and succession. Director responsibilities, including attendance at board meetings and advance review of meeting materials. Director access to management and, as necessary and appropriate, independent advisors. Director compensation, including general principles for determining the form and amount of compensation. Director orientation and continuing education. Management succession, including policies for: o selection of the CEO; o performance review; and o succession following an emergency or retirement. Annual performance self-evaluation of the board. Not Required. Code of Conduct/Business Conduct and Ethics The code must provide the following: Waiver of the code for executive officers or directors can be made only by the board or a board committee. Compliance standards and procedures for the effective operation of the code. The code should also address the following topics: Conflicts of interest. The code must prohibit conflicts of interest and provide a means for employees, officers and directors to report potential conflicts to the company. The code must: Comply with the definition of code of ethics in Section 406 of Sarbanes-Oxley and any related SEC regulations. This means the code must include standards reasonably necessary to promote: o ethical handling of conflicts of interest; o full and fair disclosure; and o compliance with laws, rules and regulations. Provide for an enforcement mechanism that ensures: o prompt and consistent enforcement of the
A Survey and Related Resources PAGE 47 Corporate opportunities. Confidentiality. Employees, officers and directors must keep information confidential except when disclosure is authorized by the company or legally required. Fair dealing. Employees, officers and directors must deal fairly with customers, suppliers, competitors and employees. Protection and proper use of company assets. Compliance with laws, rules and regulations, including insider trading laws. Encouraging the reporting of any illegal or unethical behavior. code; o protection for persons reporting questionable behavior; o clear standards for compliance; and o a fair process for determining violations. Require that any waiver of the code for executive officers or directors be made only by the full board. Waivers from the Code of Conduct/Business Conduct and Ethics If the board of directors or a board committee grants a waiver of the code for an executive officer or director, the waiver must be disclosed to stockholders within four business days in a press release, on the company's website or by filing a Form 8-K. Generally the same, except: Only the full board can grant the waiver. The reasons for the waiver in addition to the waiver must be disclosed If the board of directors approves a waiver of the code for a director or executive officer, the waiver and the reasons for the waiver must be disclosed within four business days by filing a Form 8-K Annual CEO Certification The CEO of a listed company must also annually certify in a written affirmation to the NYSE that he or she is not aware of any violations of NYSE corporate governance listing standards made by the company. No annual certification process, but must amend initial certification if a change would cause the initial certification to be inaccurate. Meetings of Independent Directors The non-management directors (including nonindependent directors) must meet at regularly scheduled executive sessions without management. However, the company can choose instead to hold meetings of only the independent directors. If the company does not choose this option, it should hold an executive session of only independent directors at least once a year. There must be regularly scheduled meetings of only the independent directors. These should occur at least twice a year. Non-independent Members of Board Committees All committee members must meet SEC and NYSE independence standards. All committee members must meet SEC independence standards. However, NASDAQ allows a listed company to appoint one non-independent director (one that does not satisfy NASDAQ’s definition of independence) to the audit, compensation or nominating committee under certain circumstances. Stockholder Approvals Stockholder approval is required for the following: Equity compensation plans and any material revisions to those plans. Issuing securities that would result in a change of control. Issuing common stock or securities convertible into, or exchangeable for, common stock if: o the common stock will have voting power of 20% or more of the common stock outstanding before the issuance; or o the number of shares of common stock to be issued is 20% or more of the number of shares of common stock outstanding before the Stockholder approval is generally required for issuing securities in: Acquisitions of stock or assets of another company. Equity-based compensation of officers, directors, employees or consultants. A change in control of the company. Private placements. In particular, stockholder approval is required for the following: Issuing securities that will result in a change of control.
A Survey and Related Resources PAGE 48 issuance. Issuing common stock or securities convertible into, or exchangeable for, common stock to any director, officer or substantial securityholder, any of their affiliates or subsidiaries or any entity in which they have a substantial interest in an amount that exceeds either 1% of the number of shares of common stock or 1% of the voting power outstanding before the issuance. Stockholder approval is not required for the following: Equity plans that are made available to stockholders generally or that allow employees or directors to elect to buy shares on the open market or from the company for current fair market value. Employment inducement awards, including grants to new employees in connection with a merger or acquisition. Adjusting existing equity awards to reflect a merger or acquisition. Issuances of shares under plans inherited in mergers or acquisitions to employees of the acquired entities. Equity plans under Section 401(a) (such as employee stock option plans) or Section 423 (employee stock purchase plans) of the Internal Revenue Code (IRC) or "parallel excess plans" under ERISA and the IRC. Public offerings of securities for cash. Private placements of common stock for cash for a price that exceeds each of the market value and book value of the common stock. Private placements of securities convertible into or exchangeable for common stock if the conversion or exercise price exceeds each of the market value and book value of the common stock. Issuances where the delay in obtaining stockholder approval would seriously jeopardize the company's financial viability and the audit committee approves reliance on this exception. Issuing securities in an acquisition if any director, officer or substantial stockholder has a 5% or more interest in the company or assets being acquired and the issuance could result in an increase in outstanding common stock or voting power of 5% or more. Issuing securities in an acquisition if: o the common stock to be issued will have voting power of 20% or more of the voting power outstanding before the issuance; or o the number of shares of common stock to be issued will be 20% or more of the number of shares of common stock outstanding before the issuance. Stock option plans, stock purchase plans and other equity compensation arrangements by which officers, directors, employees or consultants can acquire stock and any material amendments to those plans and arrangements. Issuing securities in a transaction that is not a public offering where: o the sale or issuance of common stock or securities convertible into or exchangeable for common stock is at a price less than the greater of book or market value and represents, together with sales by directors, officers or substantial holders, 20% or more of the number of shares or voting power outstanding before the issuance; or o the sale or issuance of common stock or securities convertible into or exchangeable for common stock of 20% or more of the number of shares or voting power outstanding before the issuance is at a price less than the greater of book or market value. Stockholder approval is not required for the following: Issuance of warrants or rights generally to all securityholders of the company. Stock purchase plans available on equal terms to all securityholders of the company (such as dividend reinvestment plans). Tax qualified nondiscriminatory employee benefit plans, such as plans under Section 401(a) or Section 423 of the IRC, or parallel non-qualified plans, if these plans are approved by an independent compensation committee or a majority of the independent directors on the board. Employment inducement awards to someone who was not an employee or director of the company before (including in connection with a merger or acquisition) if the awards are approved by an independent compensation committee or a majority of the independent directors on the board. Adjusting existing equity awards to reflect a merger or acquisition. Issuances of shares under plans inherited in
A Survey and Related Resources PAGE 49 mergers or acquisitions to employees of the acquired entities. Public offerings. Issuances where the delay in obtaining stockholder approval would seriously jeopardize the company's financial viability and the audit committee or a similar body of independent disinterested directors approves reliance on this exception. Website Posting Requirements Audit Committee Charter Website posting required Website posting not required, but if not posted generally must publish in the proxy every 3 years or when materially amended. Compensation Committee Charter Website posting required Website posting not required Nominating and Corporate Governance Committee Charter Website posting required Website posting not required Code of Ethics Website posting required Must be made publically available, but NASDAQ rules do not specify the means to do so. Changes to Code of Ethics The NYSE requires waivers from the code of ethics and business conduct to be disclosed to stockholders. This can be accomplished by, among other options, posting on the company's website. NASDAQ requires waivers from the code of conduct to be disclosed. This can be accomplished by, among other options, posting on the company’s website in a manner that satisfies Item 5.05(c) of Form 8-K. Company Contributions to Certain Tax Exempt Organizations The NYSE requires a listed company to disclose any contributions made by it to any tax exempt organization in which any independent director of the company serves as an executive officer if, within the past three years, contributions in any single fiscal year from the listed company to the organization exceeded the greater of $1M or 2% of the tax exempt organization's consolidated gross revenues. This information can be posted on the company's website or disclosed in the company's proxy statement. Not required Audit Committee Member Service on Other Companies’ Boards If any member of a listed company's audit committee serves on the audit committees of more than three public companies, the NYSE requires the listed company to disclose its board's determination that this simultaneous service would not impair the ability of the director to effectively serve on its audit committee. This information can be posted on the company's website or disclosed in the company's proxy statement. Not required Communications with Directors Method for interested parties (including stockholders) to communicate with the presiding director or with the company’s independent or non-management directors as a group to be posted on the company’s website or disclosed in company’s proxy statement Not required – However, under Item 407(f) of Reg. S-K, if a company has adopted a process for security holders to communicate with the board of directors, the company must describe how holders can communicate with the full board or individual directors. This information can be posted on the company’s website or disclosed in the company’s proxy statement.
A Survey and Related Resources PAGE 50 Non-independent Members of Board Committees N/A A company that relies on the exception for its compensation or nominating committee must disclose the member’s relationship and reasons for board’s determination. This information can be posted on the company’s website or disclosed in the company’s proxy statement. Listing Fees Initial Listing Fee The minimum fee is $125,000 and the maximum is $250,000 based on the number of shares listed. The minimum fee is $125,000, and the maximum is $225,000. Annual Listing Fee The minimum annual fee is the greater of $45,000 or $0.001 per share calculated based on the number of shares listed. The maximum aggregate fee is $500,000 in any year. The minimum fee is $35,000, and the maximum is $99,500. Listing of Additional Shares $0.0048 per share up to and including 75 million shares $0.00375 per share for any additional shares over 75 million shares up to and including 300 million shares $0.0019 per share for any additional shares over 300 million shares Minimum application fee is $10,000. $0.01 per share for any amount of shares exceeding 49,999 shares issued during a quarter, subject to a minimum fee of $5,000 per quarter and a maximum fee of $65,000 per year.17 17 NASDAQ has announced its All-Inclusive Annual Listing Fee program, under which the annual fee is higher but there are no fees to issue additional shares, change name or symbol, requests a written rule interpretation, or make any other corporate change. Companies under the All-Inclusive program receive just one invoice per year for all listing-related activities. All companies will be subject to the All-Inclusive program beginning in January 2018; listed companies can elect to opt-in to this program earlier.
A Survey and Related Resources PAGE 52 APPENDIX E CONTROLLED COMPANY MATTERS 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.18 A company elects to be Controlled Company in its initial listing application to an exchange. A company that elects to become a “Controlled Company” and relies on the exchange-permitted exemptions must disclose such exemptions in its public filings pursuant to Regulation S-K, Item 407, Instruction 1. A “Controlled Company” is not required to comply with the following exchange requirements: A company’s board of directors is required to have a majority of independent directors.19 Independent directors must determine the compensation of the CEO and other executive officers.20 Independent directors must select or recommend nominees for directors.21 Phase-In Requirements After Losing Controlled Company Status NASDAQ Rule IM-5615-5 Upon ceasing to be a controlled company, the company must: have at least one independent director on its Nominating and Corporate Governance Committee and at least one independent director on its Compensation Committee by the date on which the company ceases to be a controlled company; have at least a majority of independent directors on each Committee within 90 days of the date on which the company ceases to be a controlled company; have fully independent committees within one year of the date on which the company ceases to be a controlled company; and have a majority of independent directors on the Board of Directors within one year of the date on which the company ceases to be a controlled company. NYSE Rule 303A.00 To the extent a controlled company ceases to qualify as such, the company must: satisfy the majority independent board requirement within one year of the date its status changed. make committee charters available on or through website by the date its status changed. have at least one independent member on its nominating committee and at least one independent member on its compensation committee by the date its status changed, at least a majority of independent members on each committee within 90 days of the date its status changed and fully independent committees within one year of the date its status changed. 18 Nasdaq Equity Rule 5615(c)(1) and NYSE Listed Company Manual §303A.00. 19 Nasdaq Equity Rule 5605(b)(1) and NYSE Listed Company Manual §303A.01. 20 Nasdaq Equity Rule 5605(d)(2) and NYSE Listed Company Manual §303A.05. 21 Nasdaq Equity Rule 5605(e) and NYSE Listed Company Manual §303A.04.