Metaplanet Directors Defend Executive Stock Rights Plan as Shareholder Anger Grows

In a Sept. 29 letter, Metaplanet’s (3350) independent directors defended the 10th series of stock acquisition rights after investors protested dilution. They said management bought the rights at fair value with personal funds when the company, then a struggling hotel operator, faced a financial crisis. None of today’s independent directors were on the board then. They called the plan a restructuring investment and long-term incentive, said peer comparisons should include founder ownership, and described cash pay as restrained. Shareholders approved the terms in February 2023 with over 98% of votes, or 78.3% without then majority holder EVO.

Metaplanet Executive Reward Pool Cut by 41

The pool shrank to 188.2 million shares, removing over $220 million in potential warrant value. Automatic adjustments stopped for equity issued after Sept. 1, 2025, and staggered exercise limits now run through 2031. Shares already received stay locked until August 2031. The company says fully diluted bitcoin per share improved about 8.8%, and exercised plus unexercised rights equal roughly 12.5% of shares. CEO Simon Gerovich, the only director holding rights, stayed out of the review.

Open Questions on Gerovich and MMXX Ventures

The letter skips the 64 million shares Gerovich received in August, and concerns about MMXX Ventures, a shareholder whose share sales and Gerovich’s personal economic interest have drawn questions. The company says those shares won’t be returned because the exercises were valid under the rules then in force. Shares closed 2% higher Wednesday at 286 yen.