Famous Footwear 2004 Annual Report Download - page 76

Table of Contents
BROWN SHOE COMPANY, INC. 2003 FORM 10-K
Information regarding the Audit Committee and the Audit Committee Financial Expert is set forth under the captions “Board Meetings and
Committees” and “Audit Committee,” respectively, in the Proxy Statement for the Annual Meeting of Shareholders to be held May 27, 2004,
which information is incorporated herein by reference.
Information regarding the Corporate Governance Guidelines, Code of Business Conduct and Code of Ethics is set forth under the caption
“Corporate Governance” in the Proxy Statement for the Annual Meeting of Shareholders to be held May 27, 2004, which information is
incorporated herein by reference.
ITEM 11 EXECUTIVE COMPENSATION
Information regarding Executive Compensation is set forth under the captions “Executive Compensation,” “Employment and Severance
Agreements,” “Retirement Plans,” “Director Compensation,” and “Compensation Committee Interlocks and Insider Participation” in the
Proxy Statement for the Annual Meeting of Shareholders to be held May 27, 2004, which information is incorporated herein by reference.
ITEM 12 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER
MATTERS
Information regarding Company Stock Ownership by Directors and Officers is set forth under the caption “Stock Ownership by Directors and
Executive Officers” in the Proxy Statement for the Annual Meeting of Shareholders to be held May 27, 2004, which information is
incorporated herein by reference.
Information regarding the Principal Holders of Our Stock is set forth under the caption “Principal Holders of Our Stock” in the Proxy
Statement for the Annual Meeting of Shareholders to be held May 27, 2004, which information is incorporated herein by reference.
Equity Compensation Plan Information:
The following table sets forth aggregate information regarding the Company’s equity compensation plans as of January 31, 2004:
Number of securities remaining
Number of securities to Weighted average available for future issuance under
be issued upon exercise exercise price of equity compensation plans
of outstanding options, outstanding options, (excluding securities reflected in
warrants and rights warrants and rights column(a))
Plan category (a) (b) (c)
Equity compensation plans approved
by security holders(1) 2,136,943 $18.46 1,136,958
Equity compensation plans not
approved by security holders — — —
Total 2,136,943 $18.46 1,136,958
(1) Included in column (a) are 234,500 rights to receive common shares that have been awarded under the Company’s stock performance
plan at the target level. The maximum amount of shares that may be issued under these stock performance awards is 469,000 and the
minimum is zero, depending on the accomplishment of certain objectives by the end of fiscal 2004 and 2005. These rights were
disregarded for purposes of computing the weighted average exercise price in column (b).
Information regarding stock option and share-based plans is set forth in Note 16 of the consolidated financial statements and is hereby
incorporated by reference.
ITEM 13 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None.
ITEM 14 PRINCIPAL ACCOUNTANT FEES AND SERVICES
Information regarding our Principal Accountant Fees and Services is set forth under the caption “Independent Auditors” in the Proxy
Statement for the Annual Meeting of Shareholders to be held May 27, 2004, which information is incorporated herein by reference.
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