Famous Footwear 2013 Annual Report Download - page 87

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2013 BROWN SHOE COMPANY, INC. FORM 10-K 85
ITEM 12 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
Information regarding Company Stock Ownership by Directors, Ocers and Principal Holders of Our Stock is set forth
under the caption Stock Ownership by Directors, Executive Ocers and 5% Shareholders in the Proxy Statement for the
Annual Meeting of Shareholders to be held May 29, 2014, 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
February 1, 2014:
Number of securities
remaining available
Number of securities Weighted-average for future issuance under
to be issued upon exercise exercise price of equity compensation plans
of outstanding options, outstanding options, (excluding securities
warrants and rights warrants and rights reflected in column (a))
Plan Category (a) (b) (c)
Equity compensation plans approved by security holders . . . . . 927,513 (1) 16.88
(1) 2,489,527
(2)
Equity compensation plans not approved by security holders. . . – – –
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 927,513 16.88 2,489,527
(1) Column (a) includes the following:
(i) 751,638 outstanding stock options (includes vested and nonvested options)
(ii) 175,875 rights to receive common shares subject to performance share awards that have vested at the end of 2013 but had not been
approved for issuance by the Compensation Committee as of the end of fiscal 2013. Our current expectation is that no shares will be
issued upon satisfaction of these awards in March 2014.
Performance share rights described above were disregarded for purposes of computing the weighted-average exercise price in column (b).
This table excludes restricted stock units granted to independent directors and independent directors’ deferred compensation units, which
are payable only in cash and are described further in Note 15 to the consolidated financial statements.
(2) Represents our remaining shares available for award grants based upon the plan provisions, which reflects our practice to reserve shares
for outstanding awards. Per our current practice, the number of securities available for grant has been reduced for stock option grants and
performance share awards payable in stock. Performance share awards are reserved based on the maximum payout level.
Information regarding share-based plans is set forth in Note 15 to the consolidated financial statements and is hereby
incorporated by reference.
ITEM 13 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Information regarding Certain Relationships and Related Transactions is set forth under the caption Related Party Transactions
in the Proxy Statement for the Annual Meeting of Shareholders to be held May 29, 2014, which information is incorporated
herein by reference.
Information regarding Director Independence is set forth under the caption Director Independence in the Proxy Statement for
the Annual Meeting of Shareholders to be held May 29, 2014, which information is incorporated herein by reference.
ITEM 14 PRINCIPAL ACCOUNTING FEES AND SERVICES
Information regarding our Principal Accounting Fees and Services is set forth under the caption Fees Paid to Independent
Registered Public Accountants in the Proxy Statement for the Annual Meeting of Shareholders to be held May 29, 2014,
which information is incorporated herein by reference.