Kraft 2013 Annual Report Download - page 82

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Additional information required by this Item 10 is included under the headings “Company Proposals - Proposal 1.
Election of Directors,” “Corporate Governance and Board Matters – Section 16(a) Beneficial Ownership Reporting
Compliance,” “Corporate Governance and Board Matters – Governance Guidelines and Codes of Conduct,” and
“Board Committees and Membership – Audit Committee” in our definitive Proxy Statement for our Annual Meeting
of Shareholders scheduled to be held on May 6, 2014 (“2014 Proxy Statement”). This information is incorporated by
reference into this Annual Report on Form 10-K.
Item 11. Executive Compensation.
Information required by this Item 11 is included under the headings “Board Committees and Membership –
Compensation Committee,” “Compensation of Non-Employee Directors,” “Compensation Discussion and Analysis,"
and "Executive Compensation Tables,” in our 2014 Proxy Statement. This information is incorporated by reference
into this Annual Report on Form 10-K.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters.
The number of shares to be issued upon exercise or vesting of awards issued under, and the number of shares
remaining available for future issuance under, our equity compensation plans at December 28, 2013 were:
Equity Compensation Plan Information
Number of securities to
be issued upon exercise
of outstanding options,
warrants and rights (2)
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))
Plan Category (a) (b) (c)
Equity compensation plans approved by
security holders 19,630,459 $ 35.26 49,698,827 (3)
Equity compensation plans not approved
by security holders (1) — — 5,000,000
Total 19,630,459 $ 35.26 54,698,827
(1) Consists of shares available for issuance under our Management Stock Purchase Plan pursuant to which certain employees can
defer up to 50% of their annual bonus into Kraft stock-based deferred compensation units and receive a company match of 25% of
the deferred amount in Kraft restricted stock units that vest after three years. Under this plan, we do not intend to issue new shares
of common stock for the Kraft stock-based deferred compensation units, but purchase the shares from the open market. The
matching shares will be granted from the 2012 Plan.
(2) Includes vesting of deferred and long-term incentive plan stock.
(3) Includes 11,359,565 shares available for issuance under our Employee Stock Purchase Plan (the “ESPP”). The ESPP allows
employees to purchase shares of Kraft common stock at a discount of up to 15% of the market price of Kraft common stock on the
date of purchase. Under this plan, we do not intend to issue new shares, but purchase the shares from the open market.
Information related to the security ownership of certain beneficial owners and management is included in our 2014
Proxy Statement under the heading “Ownership of Equity Securities” and is incorporated by reference into this
Annual Report on Form 10-K.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
Information required by this Item 13 is included under the headings “Corporate Governance and Board Matters -
Independence and Related Person Transactions” in our 2014 Proxy Statement. This information is incorporated by
reference into this Annual Report on Form 10-K.
Item 14. Principal Accountant Fees and Services.
Information required by this Item 14 is included under the heading “Board Committees and Membership – Audit
Committee” in our 2014 Proxy Statement. This information is incorporated by reference into this Annual Report on
Form 10-K.