Cardinal Health 2015 Annual Report Download - page 74

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
73 Cardinal Health | Fiscal 2015 Form 10-K
Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters
Equity Compensation and Plan Information
The table below summarizes information relating to our equity compensation plans at June 30, 2015.
Equity Compensation Plan Information
Plan Category
Common Shares
to be Issued
Upon Exercise of
Outstanding Options
and Rights
Weighted Average
Exercise Price of
Outstanding Options
Common Shares
Remaining Available
for Future Issuance
Under Equity
Compensation Plans
(excluding securities
reflected in column
(a))
(a) (b) (c)
Equity compensation plans
approved by shareholders 11,386,967 (1) $ 46.50 (1) 22,280,426 (2)(3)
Equity compensation plans not
approved by shareholders (4) 5,625 (5) $ — (5) —
Total at June 30, 2015 11,392,592 $ 46.50 22,280,426
(1) In addition to stock options outstanding under the Cardinal Health, Inc. 2011 Long-Term Incentive Plan (the "2011 LTIP") and the Cardinal Health, Inc. 2005 Long-
Term Incentive Plan (the "2005 LTIP"), also includes 1,274,997 PSUs and 2,316,847 RSUs outstanding under the 2011 LTIP, 10,214 PSUs and 93,018 RSUs
outstanding under the 2005 LTIP, 8,605 RSUs outstanding under the Cardinal Health, Inc. Amended and Restated Equity Incentive Plan (the “EIP”) and 142,851
RSUs outstanding under the Cardinal Health, Inc. 2007 Nonemployee Directors Equity Incentive Plan (the "Director EIP") that are payable solely in common shares.
PSUs and RSUs do not have an exercise price, and therefore were not included for purposes of computing the weighted-average exercise price. PSUs granted in
fiscal 2013 are reported in this table at the actual amounts that vested. PSUs granted in fiscal 2014 and 2015 are reported in this table at the maximum payout level
(200% of target) in accordance with SEC rules.
(2) Includes 21,567,519 common shares available under the 2011 LTIP in the form of stock options and other stock-based awards. The number of shares authorized
for issuance under the 2011 LTIP will increase by shares that are not issued under outstanding equity awards. Under the 2011 LTIP's fungible share counting
provisions, stock options are counted against the plan as one share for every common share issued; awards other than stock options are counted against the plan
as two and one-half shares for every common share issued. This means that only 8,627,007 shares could be issued under awards other than stock options while
21,567,519 shares could be issued under stock options.
(3) In addition to common shares remaining available under the 2011 LTIP, this also includes 712,907 common shares remaining available for future issuance under
the Directors EIP in the form of stock options and other stock-based awards.
(4) Does not include stock options to purchase 1,019 common shares at a weighted-average exercise price of $39.81 that we assumed in connection with acquisition
transactions.
(5) Includes 5,625 RSUs outstanding under the Cardinal Health, Inc. Amended and Restated Outside Directors Equity Incentive Plan (the “ODEIP”) that are payable
solely in common shares. RSUs do not have an exercise price, and therefore were not included for purposes of computing the weighted-average exercise price.
The ODEIP was replaced by the Director EIP in 2007, and no new awards may be granted to non-employee directors under the ODEIP.
The other information called for by Item 12 of Form 10-K is incorporated by reference to our 2015 Proxy Statement under the caption
“Share Ownership Information.”