Napa Auto Parts 2015 Annual Report Download - page 38

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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED STOCKHOLDER MATTERS.
Certain information required by this item is set forth below. Additional information required by this item is
set forth under the headings “Security Ownership of Certain Beneficial Owners” and “Security Ownership of
Management” of the Proxy Statement and is incorporated herein by reference.
Equity Compensation Plan Information
The following table gives information as of December 31, 2015 about the common stock that may be issued
under all of the Company’s existing equity compensation plans:
Plan Category
(a)
Number of Securities to
be Issued upon Exercise
of Outstanding Options,
Warrants and Rights(1)
(b)
Weighted Average
Exercise Price of
Outstanding Options,
Warrants and Rights
(c)
Number of Securities
Remaining Available for
Future Issuance Under
Equity Compensation
Plans (Excluding
Securities
Reflected in Column (a))
Equity Compensation Plans Approved by
Shareholders: ........................ 46,000(2) $44.20 —
4,134,845(3) $70.97 —
—(4) n/a 10,000,000(6)
Equity Compensation Plans Not Approved by
Shareholders: ........................ 85,284(5) n/a 914,716
Total ................................ 4,266,129 — 10,914,716
(1) Reflects the maximum number of shares issuable pursuant to the exercise or conversion of stock options,
stock appreciation rights, restricted stock units and common stock equivalents. The actual number of shares
issued upon exercise of stock appreciation rights is calculated based on the excess of fair market value of our
common stock on date of exercise and the grant price of the stock appreciation rights.
(2) Genuine Parts Company 1999 Long-Term Incentive Plan, as amended
(3) Genuine Parts Company 2006 Long-Term Incentive Plan
(4) Genuine Parts Company 2015 Incentive Plan
(5) Genuine Parts Company Directors’ Deferred Compensation Plan, as amended
(6) All of these shares are available for issuance pursuant to grants of full-value stock awards.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE.
Information required by this item is set forth under the headings “Corporate Governance — Independent
Directors” and “Transactions with Related Persons” of the Proxy Statement and is incorporated herein by refer-
ence.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
Information required by this item is set forth under the heading “Proposal 4. Ratification of Selection of
Independent Auditors” of the Proxy Statement and is incorporated herein by reference.
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