Columbia Sportswear 2014 Annual Report Download - page 84

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80
PART III
Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The sections of our 2015 Proxy Statement entitled “Election of Directors,” “Corporate Governance - Code of Business
Conduct and Ethics,” “Corporate Governance - Board Committees,” “Corporate Governance - Director Nomination Policy,”
and “Section 16(a) Beneficial Ownership Reporting Compliance” are incorporated herein by reference.
See Item 4A of this Annual Report on Form 10-K for information regarding our executive officers.
Item 11. EXECUTIVE COMPENSATION
The sections of our 2015 Proxy Statement entitled “Executive Compensation,” “Director Compensation,” “Corporate
Governance - Compensation Committee Interlocks and Insider Participation” and “Compensation Committee Report” are
incorporated herein by reference.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS
The section of our 2015 Proxy Statement entitled “Security Ownership of Certain Beneficial Owners and Management”
is incorporated herein by reference.
The following table provides information about compensation plans (including individual compensation
arrangements) under which our equity securities are authorized for issuance to employees or non-employees (such as
directors and consultants), at December 31, 2014:
Equity Compensation Plan Information
Plan Category
Number of
securities to be
issued upon exercise
of outstanding
options, warrants
and rights (1)
Weighted-average
exercise price of
outstanding
options, warrants
and right (2)
Number of securities
remaining available
for future issuance
under equity
compensation plans
(excluding securities
reflected in column a)
(a) (b) (c)
Equity compensation plans approved by security holders:
1997 Stock Incentive Plan 3,299,545 $ 28.00 3,839,136
1999 Employee Stock Purchase Plan (3) — — 948,888
Equity compensation plans not approved by security
holders — — —
Total 3,299,545 $ 28.00 4,788,024
(1) The number of outstanding shares to be issued under the 1997 Stock Incentive Plan includes stock options and
restricted stock units.
(2) The weighted-average exercise price excludes 658,760 shares issuable upon the vesting of outstanding restricted
stock units, which have no exercise price.
(3) The 1999 Employee Stock Purchase Plan was suspended indefinitely effective July 1, 2005.
Item 13. CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The sections of our 2015 Proxy Statement entitled “Corporate Governance - Certain Relationships and Related
Transactions,” “Corporate Governance - Related Transactions Approval Process,” and “Corporate Governance -
Independence” are incorporated herein by reference.
Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES