DSW 2009 Annual Report Download - page 41

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PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
In accordance with General Instruction G(3), the information contained under the captions “EXECUTIVE
OFFICERS”, “ELECTION OF DIRECTORS” and “OTHER DIRECTOR INFORMATION, COMMITTEES
OF DIRECTORS AND CORPORATE GOVERNANCE INFORMATION” in our definitive Proxy Statement for
the Annual Meeting of Shareholders to be held on June 3, 2010, to be filed with the SEC pursuant to Regulation 14A
promulgated under the Exchange Act (the “Proxy Statement”), is incorporated herein by reference to satisfy the
remaining information required by this Item.
ITEM 11. EXECUTIVE COMPENSATION
In accordance with General Instruction G(3), the information contained under the captions “COMPENSATION
OF MANAGEMENT” and “OTHER DIRECTOR INFORMATION, COMMITTEES OF DIRECTORS AND
CORPORATE GOVERNANCE INFORMATION” in the Proxy Statement is incorporated herein by reference.
The “REPORT OF THE COMPENSATION COMMITTEE” shall not be deemed to be incorporated herein by
reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED SHAREHOLDER MATTERS
In accordance with General Instruction G(3), the information contained under the captions “SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT” and “OTHER DIRECTOR
INFORMATION, COMMITTEES OF DIRECTORS AND CORPORATE GOVERNANCE INFORMA-
TION”, in the Proxy Statement is incorporated herein by reference.
Equity Compensation Plan Table
The following table sets forth additional information as of January 30, 2010, about our Class A Common
Shares that may be issued upon the exercise of options and other rights under our existing equity compensation
plans and arrangements, divided between plans approved by our shareholders and plans or arrangements not
submitted to our shareholders for approval. The information includes the number of shares covered by, and the
weighted average exercise price of, outstanding options, warrants and other rights and the number of shares
remaining available for future grants, excluding the shares to be issued upon exercise of outstanding options,
warrants, and other rights.
Plan Category
Number of Securities
to be Issued
Upon Exercise of
Outstanding Options,
Warrants and Rights
(a)
Weighted-Average
Exercise Price of
Outstanding Options,
Warrants and Rights
(b)
Number of Securities
Remaining Available
for Future Issuance Under
Equity Compensation Plans
(Excluding Securities
Reflected in Column
(a))(c)
Equity compensation plans
approved by security
holders
(1)
............... 2,900,865
(2)
$18.20 4,480,583
Equity compensation plans not
approved by security
holders ................. N/A N/A N/A
Total .................... 2,900,865 $18.20 4,480,583
(1) DSW Inc. 2005 Equity Incentive Plan.
(2) Includes 2,503,735 shares issuable pursuant to the exercise of outstanding stock options, 267,425 shares
issuable pursuant to restricted stock units, and 129,705 shares issuable pursuant to director stock units. Since
the restricted stock units and director stock units have no exercise price, they are not included in the weighted
average exercise price calculation in column (b).
37