Our team also assists both public and private companies in connection with federal and state securities law requirements when establishing executive and employee
stock compensation plans or arrangements.
Not exact matches
Deferred
stock makes up 30 % of Corbat's bonus pay under Citi's
compensation plan, which was overhauled two years ago amid shareholder pressure.
Steve Seelig, senior regulatory advisor at benefits consulting firm Willis Towers Watson, said that, of three changes related to executive
compensation in the tax reform
plan — the other two involve
stock options and performance - based pay — it's the hit on tax - exempt executive
compensation that is the most significant.
The change is a win for Wintergreen Advisers LLC, a firm run by activist investor David Winters, who despite a tiny stake in Coke, has loudly agitated against the
stock -
compensation plan, saying it was a «raw deal» for investors.
These unallocated costs consist primarily of manufacturing employees»
stock - based
compensation, expenses for profit sharing and quarterly or annual incentive
plans, matching contributions under the Company's 401 (k)
Plan, and acquisition related costs.
As the owner of more than 90 % of voting
stock at the company, Adderley has control over the election of the company's board directors, its advisory Say on Pay vote, and, at the coming May annual meeting, to renew the Kelly's short and long - term
compensation plans.
The
Plan permits grants of the following types of incentive awards subject to such terms and conditions as the Leadership Development and
Compensation Committee shall determine, consistent with the terms of the
Plan: (1)
stock options, including
stock options intended to qualify as ISOs, (2) other
stock - based awards, including in the form of
stock appreciation rights, phantom
stock, restricted
stock, restricted
stock units, performance shares, deferred share units or share - denominated performance units, and (3) cash awards.
All forms of
compensation are covered, including salary, overtime pay, bonuses,
stock options, profit sharing and bonus
plans, life insurance, vacation and holiday pay, cleaning or gasoline allowances, hotel accommodations, reimbursement for travel expenses, and benefits.
Each of the other proposals, including the election of directors (Proposal No. 1), the advisory resolution approving Apple's executive
compensation (Proposal No. 3), the proposal to approve the amended and restated Apple Inc. 2014 Employee
Stock Plan (Proposal No. 4), and each of the shareholder proposals (Proposals No. 5 through No. 8), are considered non-routine matters under applicable rules.
Consists of shares of Class C capital
stock to be issued upon exercise of outstanding stock options and vesting of outstanding GSUs that were distributed as a dividend to the issued and outstanding Class A stock options and GSUs in April 2014 in connection with the Stock Split under the following plans which have been assumed by us in connection with certain of our acquisition transactions: the 2005 Stock Incentive Plan assumed by us in connection with our acquisition of DoubleClick Inc. in March 2008; the 2006 Stock Plan assumed by us in connection with our acquisition of AdMob, Inc. in May 2010; and the Motorola Mobility Holdings, Inc. 2011 Incentive Compensation Plan assumed by us in connection with our acquisition of Motorola Mobility Holdings, Inc. in May
stock to be issued upon exercise of outstanding
stock options and vesting of outstanding GSUs that were distributed as a dividend to the issued and outstanding Class A stock options and GSUs in April 2014 in connection with the Stock Split under the following plans which have been assumed by us in connection with certain of our acquisition transactions: the 2005 Stock Incentive Plan assumed by us in connection with our acquisition of DoubleClick Inc. in March 2008; the 2006 Stock Plan assumed by us in connection with our acquisition of AdMob, Inc. in May 2010; and the Motorola Mobility Holdings, Inc. 2011 Incentive Compensation Plan assumed by us in connection with our acquisition of Motorola Mobility Holdings, Inc. in May
stock options and vesting of outstanding GSUs that were distributed as a dividend to the issued and outstanding Class A
stock options and GSUs in April 2014 in connection with the Stock Split under the following plans which have been assumed by us in connection with certain of our acquisition transactions: the 2005 Stock Incentive Plan assumed by us in connection with our acquisition of DoubleClick Inc. in March 2008; the 2006 Stock Plan assumed by us in connection with our acquisition of AdMob, Inc. in May 2010; and the Motorola Mobility Holdings, Inc. 2011 Incentive Compensation Plan assumed by us in connection with our acquisition of Motorola Mobility Holdings, Inc. in May
stock options and GSUs in April 2014 in connection with the
Stock Split under the following plans which have been assumed by us in connection with certain of our acquisition transactions: the 2005 Stock Incentive Plan assumed by us in connection with our acquisition of DoubleClick Inc. in March 2008; the 2006 Stock Plan assumed by us in connection with our acquisition of AdMob, Inc. in May 2010; and the Motorola Mobility Holdings, Inc. 2011 Incentive Compensation Plan assumed by us in connection with our acquisition of Motorola Mobility Holdings, Inc. in May
Stock Split under the following
plans which have been assumed by us in connection with certain of our acquisition transactions: the 2005
Stock Incentive Plan assumed by us in connection with our acquisition of DoubleClick Inc. in March 2008; the 2006 Stock Plan assumed by us in connection with our acquisition of AdMob, Inc. in May 2010; and the Motorola Mobility Holdings, Inc. 2011 Incentive Compensation Plan assumed by us in connection with our acquisition of Motorola Mobility Holdings, Inc. in May
Stock Incentive
Plan assumed by us in connection with our acquisition of DoubleClick Inc. in March 2008; the 2006
Stock Plan assumed by us in connection with our acquisition of AdMob, Inc. in May 2010; and the Motorola Mobility Holdings, Inc. 2011 Incentive Compensation Plan assumed by us in connection with our acquisition of Motorola Mobility Holdings, Inc. in May
Stock Plan assumed by us in connection with our acquisition of AdMob, Inc. in May 2010; and the Motorola Mobility Holdings, Inc. 2011 Incentive
Compensation Plan assumed by us in connection with our acquisition of Motorola Mobility Holdings, Inc. in May 2012.
Consists of shares of Class A common
stock to be issued upon exercise of outstanding stock options and vesting of outstanding restricted stock units under the following plans which have been assumed by us in connection with certain of our acquisition transactions: the 2005 Stock Incentive Plan assumed by us in connection with our acquisition of DoubleClick Inc. in March 2008; the 2006 Stock Plan assumed by us in connection with our acquisition of AdMob, Inc. in May 2010; and the Motorola Mobility Holdings, Inc. 2011 Incentive Compensation Plan assumed by us in connection with our acquisition of Motorola Mobility Holdings, Inc. in May
stock to be issued upon exercise of outstanding
stock options and vesting of outstanding restricted stock units under the following plans which have been assumed by us in connection with certain of our acquisition transactions: the 2005 Stock Incentive Plan assumed by us in connection with our acquisition of DoubleClick Inc. in March 2008; the 2006 Stock Plan assumed by us in connection with our acquisition of AdMob, Inc. in May 2010; and the Motorola Mobility Holdings, Inc. 2011 Incentive Compensation Plan assumed by us in connection with our acquisition of Motorola Mobility Holdings, Inc. in May
stock options and vesting of outstanding restricted
stock units under the following plans which have been assumed by us in connection with certain of our acquisition transactions: the 2005 Stock Incentive Plan assumed by us in connection with our acquisition of DoubleClick Inc. in March 2008; the 2006 Stock Plan assumed by us in connection with our acquisition of AdMob, Inc. in May 2010; and the Motorola Mobility Holdings, Inc. 2011 Incentive Compensation Plan assumed by us in connection with our acquisition of Motorola Mobility Holdings, Inc. in May
stock units under the following
plans which have been assumed by us in connection with certain of our acquisition transactions: the 2005
Stock Incentive Plan assumed by us in connection with our acquisition of DoubleClick Inc. in March 2008; the 2006 Stock Plan assumed by us in connection with our acquisition of AdMob, Inc. in May 2010; and the Motorola Mobility Holdings, Inc. 2011 Incentive Compensation Plan assumed by us in connection with our acquisition of Motorola Mobility Holdings, Inc. in May
Stock Incentive
Plan assumed by us in connection with our acquisition of DoubleClick Inc. in March 2008; the 2006
Stock Plan assumed by us in connection with our acquisition of AdMob, Inc. in May 2010; and the Motorola Mobility Holdings, Inc. 2011 Incentive Compensation Plan assumed by us in connection with our acquisition of Motorola Mobility Holdings, Inc. in May
Stock Plan assumed by us in connection with our acquisition of AdMob, Inc. in May 2010; and the Motorola Mobility Holdings, Inc. 2011 Incentive
Compensation Plan assumed by us in connection with our acquisition of Motorola Mobility Holdings, Inc. in May 2012.
An incentive
compensation award paid in stock, restricted share rights, or restricted stock pursuant to this Policy shall be governed by the provisions (other than provisions with respect to the computation of such award) of the Company's Long - Term Incentive Compen
compensation award paid in
stock, restricted share rights, or restricted
stock pursuant to this Policy shall be governed by the provisions (other than provisions with respect to the computation of such award) of the Company's Long - Term Incentive
CompensationCompensation Plan.
Musk owns approximately one - fifth of Tesla and in March was awarded a $ 2.6 billion
compensation plan comprised of
stock options.
«Non-GAAP Income from Operations» is defined as our non-GAAP income from operations (revenues less cost of revenues and operating expenses, excluding the impact of
stock - based
compensation expense and amortization of acquisition - related intangible assets), as adjusted to exclude certain acquisitions and not including the impact of amounts payable under the Kokua Bonus
Plan.
(a) Schedule 2.7 (a) of the Disclosure Schedule contains a list setting forth each employee benefit
plan, program, policy or arrangement (including any «employee benefit plan» as defined in Section 3 (3) of the Employee Retirement Income Security Act of 1974, as amended («ERISA»)(«ERISA Plan»)-RRB-, including, without limitation, employee pension benefit plans, as defined in Section 3 (2) of ERISA, multi-employer plans, as defined in Section 3 (37) of ERISA, employee welfare benefit plans, as defined in Section 3 (1) of ERISA, deferred compensation plans, stock option plans, bonus plans, stock purchase plans, fringe benefit plans, life, hospitalization, disability and other insurance plans, severance or termination pay plans and policies, sick pay plans and vacation plans or arrangements, whether or not an ERISA Plan (including any funding mechanism therefore now in effect or required in the future as a result of the transactions contemplated by this Agreement or otherwise), whether formal or informal, oral or written, under which (i) any current or former employee, director or individual consultant of the Company (collectively, the «Company Employees») has any present or future right to benefits and which are contributed to, sponsored by or maintained by the Company or (ii) the Company or any ERISA Affiliate (as hereinafter defined) has had, has or may have any actual or contingent present or future liability or obligat
plan, program, policy or arrangement (including any «employee benefit
plan» as defined in Section 3 (3) of the Employee Retirement Income Security Act of 1974, as amended («ERISA»)(«ERISA Plan»)-RRB-, including, without limitation, employee pension benefit plans, as defined in Section 3 (2) of ERISA, multi-employer plans, as defined in Section 3 (37) of ERISA, employee welfare benefit plans, as defined in Section 3 (1) of ERISA, deferred compensation plans, stock option plans, bonus plans, stock purchase plans, fringe benefit plans, life, hospitalization, disability and other insurance plans, severance or termination pay plans and policies, sick pay plans and vacation plans or arrangements, whether or not an ERISA Plan (including any funding mechanism therefore now in effect or required in the future as a result of the transactions contemplated by this Agreement or otherwise), whether formal or informal, oral or written, under which (i) any current or former employee, director or individual consultant of the Company (collectively, the «Company Employees») has any present or future right to benefits and which are contributed to, sponsored by or maintained by the Company or (ii) the Company or any ERISA Affiliate (as hereinafter defined) has had, has or may have any actual or contingent present or future liability or obligat
plan» as defined in Section 3 (3) of the Employee Retirement Income Security Act of 1974, as amended («ERISA»)(«ERISA
Plan»)-RRB-, including, without limitation, employee pension benefit plans, as defined in Section 3 (2) of ERISA, multi-employer plans, as defined in Section 3 (37) of ERISA, employee welfare benefit plans, as defined in Section 3 (1) of ERISA, deferred compensation plans, stock option plans, bonus plans, stock purchase plans, fringe benefit plans, life, hospitalization, disability and other insurance plans, severance or termination pay plans and policies, sick pay plans and vacation plans or arrangements, whether or not an ERISA Plan (including any funding mechanism therefore now in effect or required in the future as a result of the transactions contemplated by this Agreement or otherwise), whether formal or informal, oral or written, under which (i) any current or former employee, director or individual consultant of the Company (collectively, the «Company Employees») has any present or future right to benefits and which are contributed to, sponsored by or maintained by the Company or (ii) the Company or any ERISA Affiliate (as hereinafter defined) has had, has or may have any actual or contingent present or future liability or obligat
Plan»)-RRB-, including, without limitation, employee pension benefit
plans, as defined in Section 3 (2) of ERISA, multi-employer
plans, as defined in Section 3 (37) of ERISA, employee welfare benefit
plans, as defined in Section 3 (1) of ERISA, deferred
compensation plans,
stock option
plans, bonus
plans,
stock purchase
plans, fringe benefit
plans, life, hospitalization, disability and other insurance
plans, severance or termination pay
plans and policies, sick pay
plans and vacation
plans or arrangements, whether or not an ERISA
Plan (including any funding mechanism therefore now in effect or required in the future as a result of the transactions contemplated by this Agreement or otherwise), whether formal or informal, oral or written, under which (i) any current or former employee, director or individual consultant of the Company (collectively, the «Company Employees») has any present or future right to benefits and which are contributed to, sponsored by or maintained by the Company or (ii) the Company or any ERISA Affiliate (as hereinafter defined) has had, has or may have any actual or contingent present or future liability or obligat
Plan (including any funding mechanism therefore now in effect or required in the future as a result of the transactions contemplated by this Agreement or otherwise), whether formal or informal, oral or written, under which (i) any current or former employee, director or individual consultant of the Company (collectively, the «Company Employees») has any present or future right to benefits and which are contributed to, sponsored by or maintained by the Company or (ii) the Company or any ERISA Affiliate (as hereinafter defined) has had, has or may have any actual or contingent present or future liability or obligation.
«Total CEO realized
compensation» for a given year is defined as (i) Mr. Musk's salary, cash bonuses, non-equity incentive plan compensation and all other compensation as reported in «Executive Compensation — Summary Compensation Table» below, plus (ii) with respect to any stock option exercised by Mr. Musk in such year in connection with which shares of stock were also sold other than to satisfy the resulting tax liability, if any, the difference between the market price of Tesla common stock at the time of exercise on the exercise date and the exercise price of the option, plus (iii) with respect to any restricted stock unit vested by Mr. Musk in such year in connection with which shares of stock were also sold other than automatic sales to satisfy the Company's withholding obligations related to the vesting of such restricted stock unit, if any, the market price of Tesla common stock at the time of vesting, plus (iv) any cash actually received by Mr. Musk in respect of any shares sold to cover tax liabilities as described in (ii) and (iii) above, following the payment of s
compensation» for a given year is defined as (i) Mr. Musk's salary, cash bonuses, non-equity incentive
plan compensation and all other compensation as reported in «Executive Compensation — Summary Compensation Table» below, plus (ii) with respect to any stock option exercised by Mr. Musk in such year in connection with which shares of stock were also sold other than to satisfy the resulting tax liability, if any, the difference between the market price of Tesla common stock at the time of exercise on the exercise date and the exercise price of the option, plus (iii) with respect to any restricted stock unit vested by Mr. Musk in such year in connection with which shares of stock were also sold other than automatic sales to satisfy the Company's withholding obligations related to the vesting of such restricted stock unit, if any, the market price of Tesla common stock at the time of vesting, plus (iv) any cash actually received by Mr. Musk in respect of any shares sold to cover tax liabilities as described in (ii) and (iii) above, following the payment of s
compensation and all other
compensation as reported in «Executive Compensation — Summary Compensation Table» below, plus (ii) with respect to any stock option exercised by Mr. Musk in such year in connection with which shares of stock were also sold other than to satisfy the resulting tax liability, if any, the difference between the market price of Tesla common stock at the time of exercise on the exercise date and the exercise price of the option, plus (iii) with respect to any restricted stock unit vested by Mr. Musk in such year in connection with which shares of stock were also sold other than automatic sales to satisfy the Company's withholding obligations related to the vesting of such restricted stock unit, if any, the market price of Tesla common stock at the time of vesting, plus (iv) any cash actually received by Mr. Musk in respect of any shares sold to cover tax liabilities as described in (ii) and (iii) above, following the payment of s
compensation as reported in «Executive
Compensation — Summary Compensation Table» below, plus (ii) with respect to any stock option exercised by Mr. Musk in such year in connection with which shares of stock were also sold other than to satisfy the resulting tax liability, if any, the difference between the market price of Tesla common stock at the time of exercise on the exercise date and the exercise price of the option, plus (iii) with respect to any restricted stock unit vested by Mr. Musk in such year in connection with which shares of stock were also sold other than automatic sales to satisfy the Company's withholding obligations related to the vesting of such restricted stock unit, if any, the market price of Tesla common stock at the time of vesting, plus (iv) any cash actually received by Mr. Musk in respect of any shares sold to cover tax liabilities as described in (ii) and (iii) above, following the payment of s
Compensation — Summary
Compensation Table» below, plus (ii) with respect to any stock option exercised by Mr. Musk in such year in connection with which shares of stock were also sold other than to satisfy the resulting tax liability, if any, the difference between the market price of Tesla common stock at the time of exercise on the exercise date and the exercise price of the option, plus (iii) with respect to any restricted stock unit vested by Mr. Musk in such year in connection with which shares of stock were also sold other than automatic sales to satisfy the Company's withholding obligations related to the vesting of such restricted stock unit, if any, the market price of Tesla common stock at the time of vesting, plus (iv) any cash actually received by Mr. Musk in respect of any shares sold to cover tax liabilities as described in (ii) and (iii) above, following the payment of s
Compensation Table» below, plus (ii) with respect to any
stock option exercised by Mr. Musk in such year in connection with which shares of
stock were also sold other than to satisfy the resulting tax liability, if any, the difference between the market price of Tesla common
stock at the time of exercise on the exercise date and the exercise price of the option, plus (iii) with respect to any restricted
stock unit vested by Mr. Musk in such year in connection with which shares of
stock were also sold other than automatic sales to satisfy the Company's withholding obligations related to the vesting of such restricted
stock unit, if any, the market price of Tesla common
stock at the time of vesting, plus (iv) any cash actually received by Mr. Musk in respect of any shares sold to cover tax liabilities as described in (ii) and (iii) above, following the payment of such amounts.
The Committee also approved the following
compensation elements for 2016: base salary, annual incentive target, Performance Share Unit (PSU) and Restricted
Stock Unit (RSU) grants under the Long - Term Performance
Plan.
In August 2012, to create incentives for continued long - term success from the then - recently launched Model S program as well as from Tesla's then -
planned Model X and Model 3 programs, and to further align executive
compensation with increases in stockholder value, the Board granted to Mr. Musk a
stock option award to purchase 5,274,901 shares of Tesla's common
stock (the «2012 CEO Performance Award»), representing 5 % of Tesla's total issued and outstanding shares at the time of grant.
Additional information about the LTICP and other
plans pursuant to which awards in the form of shares of the Company's common
stock may be made to directors and employees in exchange for goods or services is provided under «Equity
Compensation Plan Information.»
Hasbro's executive
compensation plan includes base salary, annual incentives, and long - term
stock based
compensation.
We award cash
compensation to our NEOs in the form of base salaries and annual cash incentives under our Kokua Bonus
Plan, and we award equity
compensation in the form of
stock options, restricted
stock units («RSUs») and PRSUs.
(8) Amounts in this column reflect the total of the following columns: Salary, Bonus,
Stock Awards, Option Awards, Non-Equity Incentive
Plan Compensation, Change in Retention
Plan Value, Change in Pension Value, Nonqualified Deferred
Compensation Earnings and All Other
Compensation.
If you vote by proxy card or voting instruction card and sign the card without giving specific instructions, your shares will be voted in accordance with the recommendations of the Board (FOR all of HP's nominees to the Board, FOR ratification of the appointment of HP's independent registered public accounting firm, FOR the approval of the
compensation of HP's named executive officers, FOR the approval of an annual advisory vote on executive
compensation, FOR the Hewlett - Packard Company 2011 Employee
Stock Purchase
Plan and FOR the approval of an amendment to the Hewlett - Packard Company 2005 Pay - for - Results Plan to extend the term of the pl
Plan and FOR the approval of an amendment to the Hewlett - Packard Company 2005 Pay - for - Results
Plan to extend the term of the pl
Plan to extend the term of the
planplan).
Under the Bonus
Plan, our
compensation committee, in its sole discretion, determines the performance goals applicable to awards, which goals may include, without limitation: attainment of research and development milestones, sales bookings, business divestitures and acquisitions, cash flow, cash position, earnings (which may include any calculation of earnings, including but not limited to earnings before interest and taxes, earnings before taxes, earnings before interest, taxes, depreciation and amortization and net earnings), earnings per share, net income, net profit, net sales, operating cash flow, operating expenses, operating income, operating margin, overhead or other expense reduction, product defect measures, product release timelines, productivity, profit, return on assets, return on capital, return on equity, return on investment, return on sales, revenue, revenue growth, sales results, sales growth,
stock price, time to market, total stockholder return, working capital, and individual objectives such as MBOs, peer reviews, or other subjective or objective criteria.
In addition, we intend to file a registration statement to register approximately 141,358,176 shares of our capital
stock reserved for future issuance under our equity
compensation plans.
The Deferred
Compensation Plan, which allows eligible team members to defer salary, bonuses and certain other compensation and earn an investment return on the deferred compensation based on, among other earnings options, common stock share equivalents distributed in shares of c
Compensation Plan, which allows eligible team members to defer salary, bonuses and certain other
compensation and earn an investment return on the deferred compensation based on, among other earnings options, common stock share equivalents distributed in shares of c
compensation and earn an investment return on the deferred
compensation based on, among other earnings options, common stock share equivalents distributed in shares of c
compensation based on, among other earnings options, common
stock share equivalents distributed in shares of common
stock.
The following table provides information on awards granted under the PfR
Plan for fiscal 2010 and awards of PRUs and awards of restricted
stock units («RSUs») granted as part of fiscal 2010 long - term incentive
compensation:
Pursuant to our equity
compensation plans and certain agreements with certain holders of our capital
stock, including Jack Dorsey, Jim McKelvey, Khosla Ventures III, LP, entities affiliated with JPMC Strategic Investments, entities affiliated with Sequoia Capital, entities affiliated with Rizvi Traverse, and an entity affiliated with Mary Meeker, including an amended and restated right of first refusal and co-sale agreement, we or our assignees have a right to purchase shares of our capital
stock which stockholders propose to sell to other parties.
That included setting up executive
compensation packages with a basic performance - based
stock option
plan — a legally compliant one similar to its competitors in the service industry — with the intention of refining the package later on.
The company considers any
stock held without restrictions, unvested restricted
stock units and PRSUs, vested but unexercised in - the - money
stock options, deferred
compensation that will settle in common
stock and common
stock held under the company's 401 (k)
plan in determining whether the
stock ownership guidelines have been met.
Additional information about the LTICP and other
plans pursuant to which awards in the form of shares of our common
stock may be made to directors and employees in exchange for goods or services is provided under «Equity
Compensation Plan Information.»
The following benefits are not subject to the HP Severance Policy, either because they have been previously earned or accrued by the employee or because they are consistent with Company Practices: (i)
compensation and benefits earned, accrued, deferred or otherwise provided for employment services rendered on or prior to the date of termination of employment pursuant to bonus, retirement, deferred
compensation or other benefit
plans, e.g., 401 (k)
plan distributions, payments pursuant to retirement
plans, distributions under deferred
compensation plans or payments for accrued benefits such as unused vacation days, and any amounts earned with respect to such
compensation and benefits in accordance with the terms of the applicable
plan; (ii) payments of prorated portions of bonuses or prorated long - term incentive payments that are consistent with Company Practices; (iii) acceleration of the vesting of
stock options,
stock appreciation rights, restricted
stock, restricted
stock units or long - term cash incentives that is consistent with Company Practices; (iv) payments or benefits required to be provided by law; and (v) benefits and perquisites provided in accordance with the terms of any benefit
plan, program or arrangement sponsored by HP or its affiliates that are consistent with Company Practices.
Long - term
compensation, generally in the form of stock option grants under our Long - Term Incentive Compensation Plan (LTICP), to reward named executives for contributions to growth in stockholder value over th
compensation, generally in the form of
stock option grants under our Long - Term Incentive
Compensation Plan (LTICP), to reward named executives for contributions to growth in stockholder value over th
Compensation Plan (LTICP), to reward named executives for contributions to growth in stockholder value over the long term;
On December 31, 2009, the Company had 5.18 billion outstanding shares of common
stock, and approximately 734 million shares reserved for issuance for outstanding convertible preferred
stock, the warrant issued in connection with the TARP CPP investment, dividend reinvestment, deferred
compensation plans, long - term incentive
compensation awards, and in connection with employee benefit
plans.
Pressure to hit short - term earnings targets and executive
compensation plans that incentivize the wrong metrics often push companies to buy back
stock when it's most expensive and the capital could better be used elsewhere.
Seeking a temporary
compensation and benefits partner to oversee the employees
stock ownership
plans.
Additionally, Ms. Johnson partnered with estate attorneys, accountants and
stock plan specialists to deliver holistic guidance around clients» executive
compensation, generational wealth transfer needs and charitable giving goals.
We do not issue
stock options to our Outside Directors and do not provide our Outside Directors with any non-equity incentive
plan compensation.
Under the NYSE rules for member organizations: (i) the election of directors; (ii) the non-binding advisory vote to approve the
compensation of the company's NEOs; (iii) the approval of the
Stock Incentive
Plan of 2015; and (iv) each of the shareholder proposals described in this proxy statement are not matters on which a broker may vote without your instructions.
At any meeting at which a quorum has been established, the affirmative vote of the holders of a majority of the Shares present in person or represented by proxy at the meeting and entitled to vote on the proposal at issue is required for: (i) the ratification of the appointment of EY as Walmart's independent accountants for fiscal 2016; (ii) the adoption of a non-binding advisory resolution to approve the
compensation of the company's NEOs; (iii) the approval of the
Stock Incentive
Plan of 2015; and (iv) the adoption of each of the shareholder proposals.
We maintain two
stock - based employee compensation plans: the Amended and Restated 2014 Equity Incentive Plan (the «2014 Plan») and the Amended and Restated 2012 Equity Incentive Plan (the «2012 Plan» and, together with the 2014 Plan, the «Stock Plans&raq
stock - based employee
compensation plans: the Amended and Restated 2014 Equity Incentive Plan (the «2014 Plan») and the Amended and Restated 2012 Equity Incentive Plan (the «2012 Plan» and, together with the 2014 Plan, the «Stock Plans&raq
plans: the Amended and Restated 2014 Equity Incentive
Plan (the «2014
Plan») and the Amended and Restated 2012 Equity Incentive
Plan (the «2012
Plan» and, together with the 2014
Plan, the «
Stock Plans&raq
Stock Plans&raq
Plans»).
The table above does not include (i) 5,952,917 shares of Class A common
stock reserved for issuance under our 2015 Incentive Award
Plan (as described in «Executive
Compensation — New Employment Agreements and Incentive
Plans»), consisting of (x) 2,689,486 shares of Class A common
stock issuable upon exercise of options to purchase shares of Class A common
stock granted on the date of this prospectus to our directors and certain employees, including the named executive officers, in connection with this offering as described in «Executive
Compensation — Director
Compensation» and «Executive
Compensation — New Equity Awards,» and (y) 3,263,431 additional shares of Class A common
stock reserved for future issuance and (ii) 24,269,792 shares of Class A common
stock issuable to the Continuing SSE Equity Owners upon redemption or exchange of their LLC Interests as described in «Certain Relationships and Related Party Transactions — SSE Holdings LLC Agreement.»
The number of shares of our Class A common
stock outstanding after this offering as shown in the tables above is based on the number of shares outstanding as of September 24, 2014, after giving effect to the Transactions and the Assumed Redemption, and excludes 5,952,917 shares of Class A common
stock reserved for issuance under our 2015 Incentive Award
Plan (as described in «Executive
Compensation — New Employment Agreements and Incentive
Plans»), consisting of (i) 2,689,486 shares of Class A common
stock issuable upon the exercise of options to purchase shares of Class A common
stock granted on the date of this prospectus to our directors and certain employees, including the named executive officers, in connection with this offering as described in «Executive
Compensation --
The National Center for Employee Ownership (NCEO) is a self - sustaining nonprofit membership organization that provides practical resources and objective, reliable information on employee
stock ownership
plans (ESOPs), equity
compensation plans, and ownership culture.
Additionally, under a special Code Section 162 (m) exception, any
compensation paid pursuant to a
compensation plan in existence before the effective date of this public offering will not be subject to the $ 1,000,000 limitation until the earliest of: (i) the expiration of the
compensation plan, (ii) a material modification of the
compensation plan (as determined under Code Section 162 (m), (iii) the issuance of all the employer
stock and other
compensation allocated under the
compensation plan, or (iv) the first
• Equity and performance based
plans (e.g., annual and long - term incentive
plans,
stock option, restricted
stock, performance share and broad - based equity
plans); • Executive
plans (e.g., deferred
compensation, supplemental retirement, severance and change - in - control
plans); • Retirement
plans (e.g., 401 (k)
plans, traditional defined benefit pension
plans and ESOPs); and • Health and welfare
plans (including COBRA and HIPAA compliance), and other fringe benefit programs.
The number of shares of our Class A common
stock outstanding after this offering as shown in the tables above is based on the number of shares outstanding as of September 24, 2014, after giving effect to the Transactions and the Assumed Redemption, and excludes shares of Class A common
stock reserved for issuance under our 2015 Incentive Award
Plan (as described in «Executive
Compensation — New Employment Agreements and Incentive
Plans»), consisting of (i) shares of Class A common
stock issuable upon the exercise of options to purchase shares of Class A common
stock granted on the date of this prospectus to our directors and certain employees, including the named executive officers, in connection with this offering as described
However, the Company's Condensed Combined Balance Sheets do not include any net benefit
plan obligations unless the benefit
plan only includes active, retired and other former Company employees or any equity related to
stock - based
compensation plans.
Finally, F.W. Cook provided general observations in connection with the
Compensation Committee's consideration of the proposed Apple Inc. 2014 Employee
Stock Plan, but it did not determine or recommend any specific share limits for the p
Plan, but it did not determine or recommend any specific share limits for the
planplan.
See Note 4 and Note 5 for a further description of the accounting for benefit
plans and
stock - based
compensation plans, respectively.