Stockholder Approval for Equity Incentive Plan

Startup Law ResourcesIncorporateEmployment Law, Human Resources

An equity incentive plan must be approved by the stockholders. Download this free stockholder approval form.



[Company Name]


Pursuant to Section 228 of the Delaware General Corporation Law and the Bylaws of [
Company Name], a Delaware corporation (the “Company”), the undersigned stockholders of the Company hereby take the following actions and adopt the following resolutions by written consent.  This written consent will be filed in the minute book of this Company and shall be effective as of the date first written above:

1.             Adoption of [Current Year] Equity Incentive Plan

Resolved, That the [Current Year] Equity Incentive Plan (the “Plan”), in substantially the form attached hereto as Exhibit A, is hereby adopted and approved.

2.             Omnibus Resolution

Resolved, That each of the officers of the Company is authorized and directed, on behalf of the Company, to execute and deliver any agreement, documents or instrument pursuant to or necessary to be delivered  in connection with the Plan, with such modifications or amendments thereto as  may be approved by the officer or officers executing and delivering the same, such approval to be conclusively evidenced by the execution and delivery thereof.

[Signature Page to Follow]



This Action by Written Consent may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.


________________________ [Sign Here]

[Stockholder #1 Name]

________________________ [Sign Here]

[Stockholder #2 Name]

[Add All Stockholders]







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This form has been prepared for general informational purposes only. It does not constitute legal advice, advertising, a solicitation, or tax advice. Transmission of this form and the information contained herein is not intended to create, and receipt thereof does not constitute formation of, an attorney-client relationship. You should not rely upon this document or information for any purpose without seeking legal advice from an appropriately licensed attorney, including without limitation to review and provide advice on the terms of this form, the appropriate approvals required in connection with the transactions contemplated by this form, and any securities law and other legal issues contemplated by this form or the transactions contemplated by this form.

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