T-Plex Sued Over Resolution on Director Remuneration Limit Invalidity

T플렉스, a KOSDAQ-listed company, has been sued over the invalidation of a shareholders' meeting agenda.

A-One Asset Management, a shareholder of T플렉스, announced on the 10th that "the 'Approval of the Director's Compensation Limit' passed by T플렉스 was resolved in a manner that disregards the Commercial Act," and "a lawsuit for invalidation has been filed with the court."

According to the complaint, A-One Asset Management claimed that "at the shareholders' meeting held last March, CEO Kim Young-guk, who was reappointed, and newly appointed inside director Kim Young-nam should have been classified as 'special interested parties' and thus had their voting rights restricted, but they were included in the vote count, leading to the passage of the agenda item."

Under the Commercial Act, shareholders with special interests in a resolution at a shareholders' meeting cannot exercise voting rights; in such cases, they are counted in the total number of issued shares but not in the number of voting rights. In particular, shareholder directors receive compensation within the limit of executive remuneration, so all shareholder directors are considered 'special interested parties.'

However, when T플렉스 passed Agenda Item No. 3, 'Approval of the Director's Compensation Limit,' it did not restrict CEO Kim's voting rights. "Approximately 70 shareholders attended, and the number of shares with voting rights accounted for 29.81% of the total issued shares, passing the agenda of 'Director's Compensation Limit of 4 billion KRW.'"

Legal firm WeOn, representing A-One Asset Management, argued, "In the case of newly appointed inside director Kim Young-nam in Agenda Item No. 2, since he became an inside director immediately upon resolution, he should be classified as a special interested party, so the voting rights of both individuals must be restricted."

Therefore, they added, "Excluding the 17.58% voting rights of CEO Kim Young-guk and inside director Kim Young-nam as of the shareholders' meeting record date on December 31 last year, the shares in favor amount to only 10% of the total issued shares, so the agenda should have been rejected."

Recently, as a ruling has put a brake on the self-determined director compensation limit set by the auditor of Namyang Dairy Products, attention is also focusing on the T플렉스 litigation battle.

This content was produced with the assistance of AI translation services.