Quarterly report pursuant to Section 13 or 15(d)

Share-Based Compensation

Share-Based Compensation

9 Months Ended

Feb. 29, 2016

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

SHARE-BASED COMPENSATION

The Company recognized share-based compensation expense as follows:



	Three Months Ended February 29 and 28,				Nine Months Ended February 29 and 28,
	2016		2015		2016		2015
Share-based compensation for employee awards	$	1,354	$	1,384	$	3,403	$	4,333
Share-based compensation for non-employee awards	368		274		753		602
Total share-based compensation	$	1,722	$	1,658	$	4,156	$	4,935

Omnibus Equity Incentive Plan

The Omnibus Equity Incentive Plan was adopted by the Board of Directors on August 11, 2015 and approved by the shareholders of the Company on October 14, 2015 at the Company’s annual and special meeting of shareholders. The Omnibus Equity Incentive Plan provides for the grant of nonqualified stock options, incentive stock options, stock appreciation rights (“SARs”), restricted stock, restricted stock units (“RSUs”), deferred stock units (“DSUs”), other stock-based awards, and performance compensation awards. The total number of Common Shares reserved for issuance under the Omnibus Equity Incentive Plan is 3,000,000 Common Shares. At February 29, 2016, the maximum number of Common Shares available for future issuance under the Omnibus Equity Incentive Plan was 1,424,209.

The Company grants awards under the Omnibus Equity Incentive Plan to employees, non-employees, and directors of the Company or its affiliates. Employee service-based awards have a contractual life of 10 years and typically vest over a period of 4 years from grant-date. Non-employee service-based awards have a contractual life of 10 years and typically vest over a period of up to 6 years. Director service-based awards fully vest on the applicable date of grant and the Company settles the awards following the director’s separation from service with the Company in accordance with the Omnibus Equity Incentive Plan and pursuant to the terms and conditions of the applicable grant agreement.

Under the terms of the Omnibus Equity Incentive Plan, each eligible director (‘‘Eligible Directors’’) may elect to receive up to 100% of the cash portion of such director’s compensation in the form of DSUs. If the Eligible Director elects to receive all or a portion of such director’s cash compensation in DSUs, such election is fixed for the ensuing fiscal year. In addition, Eligible Directors receive the equity portion of their compensation in the form of DSU’s. The number of Common Shares awarded to satisfy that liability is variable based on the value of the Common Shares at the time of settlement of the liability. The DSUs are therefore classified as liability awards.

The assumptions used for options granted to acquire Common Shares and the fair value at the date of grant under the Omnibus Equity Incentive Plan is noted in the following table:



		Nine Months Ended February 29, 2016
Weighted average expected term (in years)		6.7
Weighted average expected volatility		30.54%
Weighted average risk-free interest rate		1.68%
Weighted average forfeiture rate		1.78%
Expected dividend yield		—%
Weighted average fair value per option granted		$3.64

Information concerning options activity under the Omnibus Equity Incentive Plan for options to acquire Common Shares is summarized as follows:



	Nine Months Ended February 29, 2016
	Number of Options		Weighted-Average Exercise Price
Outstanding, beginning of period	—		$	—
Granted	1,293,178		12.45
Forfeited	(29,650	)	10.54
Outstanding, end of period	1,263,528		$	12.50
Options vested and expected to vest, end of period	1,241,350		$	12.50
Options exercisable, end of period	—		$	—

Information concerning RSUs activity under the Omnibus Equity Incentive Plan is summarized as follows:



	Nine Months Ended February 29, 2016
	Number of RSUs		Weighted-Average Fair Value
Outstanding, beginning of period	—		$	—
Granted	307,433		12.33
Forfeited	(9,155	)	10.37
Outstanding, end of period	298,278		$	12.21
Vested, end of period	—		$	—

Employee Inducement Award

On January 20, 2016, the Company granted non-qualified stock options to acquire 90,000 Common Shares and granted RSUs representing the right to receive 30,000 Common Shares, pursuant to New York Stock Exchange Rule 303A.08 and Section 613(c) of the Toronto Stock Exchange Company Manual, as an employee inducement award and outside the terms of the Omnibus Equity Incentive Plan. The awards have a contractual life of 10 years and vest in 25% cumulative installments on each of the first four anniversaries of the date of grant, subject to continued employment through the applicable vesting dates.

The assumptions used for options granted to acquire Common Shares and the fair value at the date of grant for the Employee Inducement Award is noted in the following table:



		Nine Months Ended February 29, 2016
Weighted average expected term (in years)		6.3
Weighted average expected volatility		32.14%
Weighted average risk-free interest rate		1.64%
Weighted average forfeiture rate		3.07%
Expected dividend yield		—%
Weighted average fair value per option granted		$2.21

The RSUs weighted average fair value at date of grant and at February 29, 2016 is $6.30.

Second Amended and Restated 2011 Plan (“2011 Plan”)

In connection with the adoption of the Omnibus Equity Incentive Plan, no further options will be granted under the 2011 Plan. The 2011 Plan will continue to govern options previously granted under the 2011 Plan and remain outstanding.

Deferred Share Unit Plan (“DSU Plan”)

In connection with the adoption of the Omnibus Equity Incentive Plan, no further DSUs will be granted under the DSU Plan. The DSU Plan will continue to govern DSUs previously granted under the DSU Plan and remain outstanding.