Emerging Growth Company (EGC) Exemption

An emerging growth company, or EGC, is a status created by the 2012 JOBS Act for companies with less than $1.235 billion in annual revenue (adjusted periodically for inflation) in the year of their initial public offering. The status is time-limited: it lasts up to five years after the IPO, or ends sooner if the company’s revenue or market capitalization crosses a specified threshold, or if it issues more than $1 billion in non-convertible debt in a three-year period.

Among the reduced disclosure obligations an EGC is permitted is an exemption from the say-on-pay vote requirement entirely — a qualifying company can hold no advisory vote on executive compensation at all for as long as its EGC status lasts, rather than simply choosing a less frequent voting cadence.

The exemption is a status about the filer, not a judgment about its pay program: a company’s absence of a say-on-pay vote in a given year can mean EGC status, a smaller reporting company exemption, or an ordinary triennial cycle that simply is not due — which is why the reason matters as much as the fact of no vote.

ONL is an emerging growth company today, which is why its say-on-pay listing reads "EGC — exempt" rather than a vote result: the JOBS Act does not require one until the exemption expires.