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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/11/24 SolarBank Corp. 40FR12B 123:120M M2 Compliance LLC/FA |
Document/Exhibit Description Pages Size 1: 40FR12B Registration Statement by a Canadian Issuer HTML 181K 2: EX-99.1 Miscellaneous Exhibit HTML 30K 11: EX-99.10 Miscellaneous Exhibit HTML 466K 101: EX-99.100 Miscellaneous Exhibit HTML 45K 102: EX-99.101 Miscellaneous Exhibit HTML 38K 103: EX-99.102 Miscellaneous Exhibit HTML 39K 104: EX-99.103 Miscellaneous Exhibit HTML 39K 105: EX-99.104 Miscellaneous Exhibit HTML 39K 106: EX-99.105 Miscellaneous Exhibit HTML 37K 107: EX-99.106 Miscellaneous Exhibit HTML 39K 108: EX-99.107 Miscellaneous Exhibit HTML 37K 109: EX-99.108 Miscellaneous Exhibit HTML 29K 110: EX-99.109 Miscellaneous Exhibit HTML 780K 12: EX-99.11 Miscellaneous Exhibit HTML 25K 111: EX-99.110 Miscellaneous Exhibit HTML 351K 112: EX-99.111 Miscellaneous Exhibit HTML 25K 113: EX-99.112 Miscellaneous Exhibit HTML 25K 114: EX-99.113 Miscellaneous Exhibit HTML 45K 115: EX-99.114 Miscellaneous Exhibit HTML 53K 116: EX-99.115 Miscellaneous Exhibit HTML 31K 117: EX-99.116 Miscellaneous Exhibit HTML 32K 118: EX-99.117 Miscellaneous Exhibit HTML 171K 119: EX-99.118 Miscellaneous Exhibit HTML 100K 120: EX-99.119 Miscellaneous Exhibit HTML 37K 13: EX-99.12 Miscellaneous Exhibit HTML 32K 121: EX-99.120 Miscellaneous Exhibit HTML 28K 122: EX-99.121 Miscellaneous Exhibit HTML 25K 123: EX-99.122 Miscellaneous Exhibit HTML 25K 14: EX-99.13 Miscellaneous Exhibit HTML 25K 15: EX-99.14 Miscellaneous Exhibit HTML 26K 16: EX-99.15 Miscellaneous Exhibit HTML 2.17M 17: EX-99.16 Miscellaneous Exhibit HTML 34K 18: EX-99.17 Miscellaneous Exhibit HTML 267K 19: EX-99.18 Miscellaneous Exhibit HTML 35K 20: EX-99.19 Miscellaneous Exhibit HTML 46K 3: EX-99.2 Miscellaneous Exhibit HTML 36K 21: EX-99.20 Miscellaneous Exhibit HTML 25K 22: EX-99.21 Miscellaneous Exhibit HTML 25K 23: EX-99.22 Miscellaneous Exhibit HTML 39K 24: EX-99.23 Miscellaneous Exhibit HTML 35K 25: EX-99.24 Miscellaneous Exhibit HTML 39K 26: EX-99.25 Miscellaneous Exhibit HTML 39K 27: EX-99.26 Miscellaneous Exhibit HTML 37K 28: EX-99.27 Miscellaneous Exhibit HTML 854K 29: EX-99.28 Miscellaneous Exhibit HTML 26K 30: EX-99.29 Miscellaneous Exhibit HTML 223K 4: EX-99.3 Miscellaneous Exhibit HTML 279K 31: EX-99.30 Miscellaneous Exhibit HTML 25K 32: EX-99.31 Miscellaneous Exhibit HTML 25K 33: EX-99.32 Miscellaneous Exhibit HTML 25K 34: EX-99.33 Miscellaneous Exhibit HTML 38K 35: EX-99.34 Miscellaneous Exhibit HTML 37K 36: EX-99.35 Miscellaneous Exhibit HTML 43K 37: EX-99.36 Miscellaneous Exhibit HTML 37K 38: EX-99.37 Miscellaneous Exhibit HTML 41K 39: EX-99.38 Miscellaneous Exhibit HTML 38K 40: EX-99.39 Miscellaneous Exhibit HTML 475K 5: EX-99.4 Miscellaneous Exhibit HTML 127K 41: EX-99.40 Miscellaneous Exhibit HTML 25K 42: EX-99.41 Miscellaneous Exhibit HTML 25K 43: EX-99.42 Miscellaneous Exhibit HTML 44K 44: EX-99.43 Miscellaneous Exhibit HTML 36K 45: EX-99.44 Miscellaneous Exhibit HTML 36K 46: EX-99.45 Miscellaneous Exhibit HTML 40K 47: EX-99.46 Miscellaneous Exhibit HTML 35K 48: EX-99.47 Miscellaneous Exhibit HTML 331K 49: EX-99.48 Miscellaneous Exhibit HTML 42K 50: EX-99.49 Miscellaneous Exhibit HTML 39K 6: EX-99.5 Miscellaneous Exhibit HTML 623K 51: EX-99.50 Miscellaneous Exhibit HTML 40K 52: EX-99.51 Miscellaneous Exhibit HTML 41K 53: EX-99.52 Miscellaneous Exhibit HTML 243K 54: EX-99.53 Miscellaneous Exhibit HTML 357K 55: EX-99.54 Miscellaneous Exhibit HTML 43K 56: EX-99.55 Miscellaneous Exhibit HTML 40K 57: EX-99.56 Miscellaneous Exhibit HTML 579K 58: EX-99.57 Miscellaneous Exhibit HTML 941K 59: EX-99.58 Miscellaneous Exhibit HTML 45K 60: EX-99.59 Miscellaneous Exhibit HTML 38K 7: EX-99.6 Miscellaneous Exhibit HTML 26K 61: EX-99.60 Miscellaneous Exhibit HTML 38K 62: EX-99.61 Miscellaneous Exhibit HTML 41K 63: EX-99.62 Miscellaneous Exhibit HTML 38K 64: EX-99.63 Miscellaneous Exhibit HTML 40K 65: EX-99.64 Miscellaneous Exhibit HTML 41K 66: EX-99.65 Miscellaneous Exhibit HTML 437K 67: EX-99.66 Miscellaneous Exhibit HTML 379K 68: EX-99.67 Miscellaneous Exhibit HTML 41K 69: EX-99.68 Miscellaneous Exhibit HTML 40K 70: EX-99.69 Miscellaneous Exhibit HTML 26K 8: EX-99.7 Miscellaneous Exhibit HTML 319K 71: EX-99.70 Miscellaneous Exhibit HTML 45K 72: EX-99.71 Miscellaneous Exhibit HTML 372K 73: EX-99.72 Miscellaneous Exhibit HTML 38K 74: EX-99.73 Miscellaneous Exhibit HTML 1.01M 75: EX-99.74 Miscellaneous Exhibit HTML 1.01M 76: EX-99.75 Miscellaneous Exhibit HTML 1.01M 77: EX-99.76 Miscellaneous Exhibit HTML 40K 78: EX-99.77 Miscellaneous Exhibit HTML 40K 79: EX-99.78 Miscellaneous Exhibit HTML 25K 80: EX-99.79 Miscellaneous Exhibit HTML 43K 9: EX-99.8 Miscellaneous Exhibit HTML 1.90M 81: EX-99.80 Miscellaneous Exhibit HTML 314K 82: EX-99.81 Miscellaneous Exhibit HTML 314K 83: EX-99.82 Miscellaneous Exhibit HTML 306K 84: EX-99.83 Miscellaneous Exhibit HTML 38K 85: EX-99.84 Miscellaneous Exhibit HTML 42K 86: EX-99.85 Miscellaneous Exhibit HTML 26K 87: EX-99.86 Miscellaneous Exhibit HTML 27K 88: EX-99.87 Miscellaneous Exhibit HTML 25K 89: EX-99.88 Miscellaneous Exhibit HTML 25K 90: EX-99.89 Miscellaneous Exhibit HTML 46K 10: EX-99.9 Miscellaneous Exhibit HTML 337K 91: EX-99.90 Miscellaneous Exhibit HTML 39K 92: EX-99.91 Miscellaneous Exhibit HTML 29K 93: EX-99.92 Miscellaneous Exhibit HTML 320K 94: EX-99.93 Miscellaneous Exhibit HTML 56K 95: EX-99.94 Miscellaneous Exhibit HTML 220K 96: EX-99.95 Miscellaneous Exhibit HTML 25K 97: EX-99.96 Miscellaneous Exhibit HTML 25K 98: EX-99.97 Miscellaneous Exhibit HTML 45K 99: EX-99.98 Miscellaneous Exhibit HTML 39K 100: EX-99.99 Miscellaneous Exhibit HTML 26K
Exhibit 99.114
| SOLARBANK CORPORATION | Clawback Policy |
SOLARBANK CORPORATION
Clawback Policy
| SOLARBANK CORPORATION | Clawback Policy |
Clawback Policy
| 1. | Introduction |
The Board of Directors (the “Board”) of SolarBank Corporation (the “Company”) believes that it is in the best interests of the Company and its shareholders to create and maintain a culture that emphasizes integrity and accountability and that reinforces the Company’s pay-for-performance compensation philosophy. The Board has therefore adopted this policy which provides for the recoupment of certain executive compensation in the event of an accounting restatement resulting from material noncompliance with financial reporting requirements under the federal securities laws (the “Policy”). This Policy is designed to comply with Section 10D of the Securities Exchange Act of 1934 (the “Exchange Act”) and Nasdaq Listing Rule 5608 (the “Clawback Listing Standards”).
| 2. | Administration |
This Policy shall be administered by the Board or, if so designated by the Board, the Compensation, Corporate Governance and Nominating Committee or any successor or other committee of the Board responsible for executive compensation matters (the “Compensation Committee”), in which case references herein to the Board shall be deemed to be references to the Compensation Committee. Any determinations made by the Board shall be final and binding on all affected individuals.
| 3. | Covered Executives |
This Policy applies to the Company’s current and former executive officers1, as determined by the Board in accordance with the definition in Section 10D of the Exchange Act and the Clawback Listing Standards, and such other senior executives who may from time to time be deemed subject to the Policy by the Board (“Covered Executives”).
| 4. | Recoupment; Accounting Restatement |
In the event the Company is required to prepare an accounting restatement of its financial statements due to the Company’s material noncompliance with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period, the Board will require reimbursement or forfeiture of any excess Incentive Compensation received by any Covered Executive during the three completed fiscal years immediately preceding the date on which the Company is required to prepare an accounting restatement.
1 NTD: “Executive officers” isn’t defined but the SEC and NASDAQ treat it broadly to include the president, principal financial officer, principal accounting officer/controller, any VP in charge of a business unit, division or function, any other officer who performs a policy-making function, and any other person who performs similar policy-making functions (which may include executive officers of a subsidiary).
| - 1 - |
| SOLARBANK CORPORATION | Clawback Policy |
| 5. | Incentive Compensation |
For purposes of this Policy, “Incentive Compensation” means any of the following, provided that, such compensation is granted, earned, or vested based wholly or in part on the attainment of a financial reporting measure:
| ● | Annual bonuses and other short- and long-term cash incentives. |
| ● | Stock options. |
| ● | Stock appreciation rights. |
| ● | Restricted stock. |
| ● | Restricted stock units. |
| ● | Performance shares. |
| ● | Performance units. |
Financial reporting measures include:
| ● | Company stock price. |
| ● | Total shareholder return. |
| ● | Revenues. |
| ● | Net income. |
| ● | Earnings before interest, taxes, depreciation, and amortization (EBITDA). |
| ● | Funds from operations. |
| ● | Liquidity measures such as working capital or operating cash flow. |
| ● | Return measures such as return on invested capital or return on assets. |
| ● | Earnings measures such as earnings per share. |
| 6. | Excess Incentive Compensation: Amount Subject to Recovery |
The amount to be recovered will be the excess of the Incentive Compensation paid to the Covered Executive based on the erroneous data over the Incentive Compensation that would have been paid to the Covered Executive had it been based on the restated results, as determined by the Board, without regard to any taxes paid by the Covered Executive in respect of the Incentive Compensation paid based on the erroneous data.
If the Board cannot determine the amount of excess Incentive Compensation received by the Covered Executive directly from the information in the accounting restatement, then it will make its determination based on a reasonable estimate of the effect of the accounting restatement.
| - 2 - |
| SOLARBANK CORPORATION | Clawback Policy |
| 7. | Method of Recoupment |
The Board will determine, in its sole discretion, the method for recouping Incentive Compensation hereunder which may include, without limitation:
| (a) | requiring reimbursement of cash Incentive Compensation previously paid; |
| (b) | seeking recovery of any gain realized on the vesting, exercise, settlement, sale, transfer, or other disposition of any equity-based awards; |
| (c) | offsetting the recouped amount from any compensation otherwise owed by the Company to the Covered Executive; |
| (d) | cancelling outstanding vested or unvested equity awards; and/or |
| (e) | taking any other remedial and recovery action permitted by law, as determined by the Board. |
| 8. | No Indemnification |
The Company shall not indemnify any Covered Executives against the loss of any incorrectly awarded Incentive Compensation.
| 9. | Interpretation |
The Board is authorized to interpret and construe this Policy and to make all determinations necessary, appropriate, or advisable for the administration of this Policy. It is intended that this Policy be interpreted in a manner that is consistent with the requirements of Section 10D of the Exchange Act, any applicable rules or standards adopted by the Securities and Exchange Commission, and the Clawback Listing Standards.
| 10. | Effective Date |
This Policy shall be effective as of the date it is adopted by the Board (the “Effective Date”) and shall apply to Incentive Compensation that is received by Covered Executives on or after the Effective Date, even if such Incentive Compensation was approved, awarded, or granted to Covered Executives prior to the Effective Date.
| 11. | Amendment; Termination |
The Board may amend this Policy from time to time in its discretion and shall amend this Policy as it deems necessary to reflect final regulations adopted by the Securities and Exchange Commission under Section 10D of the Exchange Act and to comply with the Clawback Listing Standards and any other rules or standards adopted by a national securities exchange on which the Company’s securities are listed. The Board may terminate this Policy at any time.
| - 3 - |
| SOLARBANK CORPORATION | Clawback Policy |
| 12. | Other Recoupment Rights |
Any right of recoupment under this Policy is in addition to, and not in lieu of, any other remedies or rights of recoupment that may be available to the Company pursuant to the terms of any similar policy in any employment agreement, equity award agreement, or similar agreement and any other legal remedies available to the Company.
| 13. | Relationship to Other Plans and Agreements |
The Board intends that this Policy will be applied to the fullest extent of the law. The Board may require that any employment agreement, equity award agreement, or similar agreement entered into on or after the Effective Date shall, as a condition to the grant of any benefit thereunder, require a Covered Executive to agree to abide by the terms of this Policy. In the event of any inconsistency between the terms of the Policy and the terms of any employment agreement, equity award agreement, or similar agreement under which Incentive Compensation has been granted, awarded, earned or paid to a Covered Executive, whether or not deferred, the terms of the Policy shall govern.
| 14. | Acknowledgment |
Each Covered Executive shall sign an acknowledgment form in which such Covered Executive acknowledges having read and understood the terms of this Policy and agree to be bound by this Policy.
| 15. | Impracticability |
The Board shall recover any excess Incentive Compensation in accordance with this Policy unless such recovery would be impracticable, as determined by the Board in accordance with Rule 10D-1 of the Exchange Act and the listing standards of the national securities exchange on which the Company’s securities are listed.
| 16. | Successors |
This Policy shall be binding and enforceable against all Covered Executives and their beneficiaries, heirs, executors, administrators or other legal representatives.
Approved by the Board February 26, 2024.
| - 4 - |
| This ‘40FR12B’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 3/11/24 | None on these Dates | ||
| 2/26/24 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/28/24 SolarBank Corp. 40FR12B/A 3/27/24 4:2M M2 Compliance LLC/FA 3/21/24 SolarBank Corp. 40FR12B/A 2:588K M2 Compliance LLC/FA |