Best Buy 2009 Annual Report Download - page 59

ITEM OF BUSINESS NO. 3 — APPROVAL OF AMENDMENTS
TO THE BEST BUY CO., INC. 2004 OMNIBUS STOCK AND
INCENTIVE PLAN, AS AMENDED
than 5% percent of the shares of common stock
Information About the Plan
available for awards under the Omnibus Plan. As
What is the Omnibus Plan? context to our annual rate of equity-based awards, it is
The Best Buy Co., Inc. 2004 Omnibus Stock and important to note that we completed an accelerated
Incentive Plan was adopted by the Board of Directors on share repurchase in fiscal 2008 to acquire $3.0 billion
April 20, 2004, and approved by our shareholders on in shares of common stock, thereby increasing the rate
June 24, 2004. An amendment to the plan was of grant and overhang.
adopted by the Board of Directors on May 1, 2007, As of February 28, 2009, approximately 4.1 million
and approved by our shareholders on June 25, 2007 shares of our common stock remained available under
(as amended in 2007, the plan is referred to as the the Omnibus Plan for awards in the aggregate, all of
‘‘Omnibus Plan’’). The Omnibus Plan is the means by which would be available for grants of restricted stock,
which we provide long-term incentives to a broad range restricted stock units and other stock awards; and
of our employees. 1.4 million shares of common stock remained available
The Omnibus Plan permits the granting of stock options for awards to non-employee directors. Since adoption of
(including both incentive and non-qualified stock the Omnibus Plan, we have made equity-based awards
options); stock appreciation rights (‘‘SARs’’); restricted at an annual rate of 1.3% to 1.7% of our outstanding
stock and restricted stock units; performance awards of common stock excluding the two large grants in August
cash, stock or property; dividend equivalents; and other 2008 (as described below), and we expect to continue
stock grants. Eligible recipients under the Omnibus Plan at those normal levels (based on our current
include any employee, officer, consultant, advisor or assumptions and compensation strategies), assuming
director providing services to us or to any of our shareholder approval of the proposed amendments to
affiliates, who is selected by the Compensation the Omnibus Plan.
Committee of the Board. What is the purpose of the Omnibus Plan?
The Omnibus Plan is our only plan that provides for the The purpose of the Omnibus Plan is to promote the
issuance of shares of our common stock upon interests of Best Buy and our shareholders by aiding us
completion of future awards of equity-based in motivating, attracting and retaining employees,
compensation. Currently, the aggregate number of officers, consultants, advisors and directors who we
shares of our common stock that may be issued under expect will contribute to our growth and financial
all stock-based awards made under the Omnibus Plan is performance. The Board believes that the combination
38 million (representing the original 16 million of short-term and long-term incentive compensation is
authorized in 2004; the 3-for-2 stock split on August 3, essential in attracting, retaining and motivating
2005, which increased the initial authorized amount to individuals to enhance the likelihood of our future
24 million; and the additional 14 million authorized by success. The 2009 amendments to the Omnibus Plan
shareholders in 2007). The maximum number of shares will allow the types and specific terms of future awards
of common stock that may be awarded under the to be based on our then-current objectives for aligning
Omnibus Plan pursuant to grants of restricted stock, compensation with shareholder value. Shareholder
restricted stock units and other stock awards is approval of the amendments to the Omnibus Plan will
9.75 million. Our non-employee directors, as a group, allow us to continue to award short-term and long-term
may not be granted awards in the aggregate of more incentives that achieve these goals.
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