Amgen 2015 Annual Report Download - page 69

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Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
Securities Authorized for Issuance Under Existing Equity Compensation Plans
The following table sets forth certain information as of December 31, 2015, concerning the shares of our Common Stock
that may be issued under any form of award granted under our equity compensation plans in effect as of December 31, 2015
(including upon the exercise of options, the vesting of awards of restricted stock units, or RSUs, or when performance units are
earned, and related dividend equivalents have been granted).
(a) (b) (c)
Plan Category
Number of
Securities to
be Issued
Upon
Exercise of
Outstanding
Options and
Rights
Weighted
Average
Exercise Price
Outstanding
Options and
Rights
Number of
Securities
Remaining
Available for
Future Issuance
Under Equity
Compensation
Plans (Excluding
Securities
Reflected in
Column (a))
Equity compensation plans approved by Amgen security holders:
Amended and Restated 2009 Equity Incentive Plan(1) 11,313,640 $ 57.72 47,115,890
Amended and Restated 1991 Equity Incentive Plan(2) 592,948 $ 50.44 —
Amended and Restated Employee Stock Purchase Plan — — 5,045,574
Total Approved Plans 11,906,588 $ 56.22 52,161,464
Equity compensation plans not approved by Amgen security
holders:
Amended and Restated 1999 Equity Incentive Plan(3) 9,290 $ 53.10 —
Amended and Restated 1999 Incentive Stock Plan(4) 5,257 $ 51.79 —
Amended and Restated Assumed Avidia Incentive Equity Plan(5) 518 $ 1.90 —
Amgen Profit Sharing Plan for Employees in Ireland(6) — — 133,550
Total Unapproved Plans 15,065 $ 50.88 133,550
Total All Plans 11,921,653 $ 56.19 52,295,014
(1) The Amended and Restated 2009 Equity Incentive Plan employs a fungible share counting formula for determining the number
of shares available for issuance under the plan. In accordance with this formula, each option or stock appreciation right counts
as one share, while each restricted stock unit, performance unit or dividend equivalent counts as 1.9 shares. The number under
column (a) represents the actual number of shares issuable under our outstanding awards without giving effect to the fungible
share counting formula. The number under column (c) represents the number of shares available for issuance under this plan
based on each such available share counting as one share. Commencing with the grants made in April 2012, RSUs and
performance units accrue dividend equivalents that are payable in shares only to the extent and when the underlying RSUs
vest or underlying performance units have been earned and the related shares are issued to the grantee. The performance units
granted under this plan are earned based on the accomplishment of specified performance goals at the end of their respective
three-year performance periods; the number of performance units granted represent target performance and the maximum
number of units that could be earned based on our performance is 150% of the performance units granted.
The number of outstanding awards under column (a) includes, as of December 31, 2015, (i) 2,188,567 shares issuable upon
the exercise of outstanding options with a weighted-average exercise price of approximately $57.72, (ii) 5,237,393 shares
issuable upon the vesting of outstanding RSUs (including 213,554 related dividend equivalents), and (iii) 3,887,680 shares
subject to outstanding 2013, 2014 and 2015 performance units (including 145,581 related dividend equivalents). The weighted
average exercise price shown in column (b) is for the outstanding options only. The number of available shares under column
(c) represents the number of shares that remain available for future issuance under this plan as of December 31, 2015, employing
the fungible share formula and presumes the issuance of target shares under the performance units granted in 2013, 2014 and
2015 and related dividend equivalents. The numbers under columns (a) and (c) do not give effect to the additional shares that