Kentucky Fried Chicken 2013 Annual Report Download - page 82

YUM! BRANDS, INC.-2014Proxy Statement60
Proxy Statement
EQUITY COMPENSATION PLAN INFORMATION
additional $20,000 stock retainer annually and the Chair of
the Management Planning and Development Committee
(Mr. Walter in 2013) receives an additional $15,000 stock
retainer annually.
Initial Stock Grant upon Joining Board. Non-employee
directors also receive a one-time stock grant with a fair
market value of $25,000 on the date of grant upon joining
the Board, distribution of which is deferred until termination
from the Board.
Stock Ownership Requirements. Similar to executive officers,
directors are subject to share ownership requirements. The
directors’ requirements provide that directors will not sell any
of the Company’s common stock received as compensation
for service on the Board until the director has ceased being
a member of the Board for one year (sales are permitted
to cover income taxes attributable to any stock retainer
payment or exercise of a stock option or SAR).
Matching Gifts. To further YUM’s support for charities,
non-employee directors are able to participate in the
YUM!Brands,Inc. Matching Gifts Program on the same
terms as YUM’s employees. Under this program, the
YUM!Brands Foundation will match up to $10,000 a year
in contributions by the director to a charitable institution
approved by the YUM! Brands Foundation. At its discretion,
the Foundation may match director contributions exceeding
$10,000. Mr.Nelson made a contribution in 2012 that
was not matched until January 2013 and a contribution in
2013 that was matched in that year for a total of $20,000
of matched contributions.
Insurance. We also pay the premiums on directors’ and
officers’ liability and business travel accident insurance
policies. The annual cost of this coverage was approximately
$2 million. This is not included in the tables above as it is
not considered compensation to the directors.
EQUITY COMPENSATION PLAN INFORMATION
The following table summarizes, as of December 31, 2013, the equity compensation plans under which we may issue
shares of stock to our directors, officers and employees under the 1999 Long Term Incentive Plan (“1999 Plan”), the
1997 Long Term Incentive Plan (the “1997 Plan”), SharePower Plan and Restaurant General Manager Stock Option Plan
(“RGM Plan”).
Plan Category
Number of
Securities To
be Issued Upon
Exercise of
Outstanding
Options, Warrants
and Rights
Weighted-
Average
Exercise Price
of Outstanding
Options,
Warrants and
Rights
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 18,918,636(1) 41.50(2) 8,119,303(3)
Equity compensation plans not approved by security
holders(4) 403,780 48.76(2) 7,677,520
TOTAL 19,322,416(1) 41.77(2) 15,796,823(3)
(1) Includes 5,532,948 shares issuable in respect of RSUs, performance units and deferred units.
(2) Weighted average exercise price of outstanding options and SARs only.
(3) Includes 4,059,652 shares available for issuance of awards of stock units, restricted stock, restricted stock units and performance share unit awards under the
1999 Plan.
(4) Awards are made under the RGM Plan.
What are the key features of the 1999 Plan?
The 1999 Plan provides for the issuance of up to 70,600,000
shares of stock as non-qualified stock options, incentive
stock options, SARs, restricted stock, restricted stock
units, performance shares or performance units. Only our
employees and directors are eligible to receive awards under
the 1999 Plan. The purpose of the 1999 Plan is to motivate
participants to achieve long range goals, attract and retain
eligible employees, provide incentives competitive with other