Pizza Hut 2015 Annual Report Download - page 41

YUM! BRANDS, INC.-2016Proxy Statement 27
Proxy Statement
MATTERS REQUIRING SHAREHOLDER ACTION
Selected Plan Data
The following table includes information regarding outstanding equity awards and shares available for future awards under
the Company’s equity plans as of December 31, 2015 (and without giving effect to approval of the amended Plan under
this Proposal):
The Plan
Other
Plans(1)
Total shares underlying outstanding options and SARs(2) 8,278,913 413,909
Weighted average exercise price of outstanding options and SARs 50.91 61.09
Weighted average remaining contractual life of outstanding options
and SARs
5.30 6.37
Total shares underlying outstanding unvested time-based RSUs 469,429 0
Total shares underlying outstanding performance-based RSUs 169,194 0
Total shares underlying outstanding deferral shares 4,500,989 0
Total shares currently available for grant(3) 3,204,537 9,348,882(4)
(1) Other Plans are the YUM Brands 1997 Plan, the YumBucks Plan and the SharePower Plan
(2) Shares shown here represent resulting shares upon exercise of outstanding options and SARs at December 31, 2015. For SARs, we report the shares that would be
delivered upon exercise (which is equal to the number of SARs multiplied by the difference between the fair market value of our common stock at year-end and the
exercise price divided by the fair market value of the stock). The total number of outstanding options and SARs is 25,922,722 (23,657,306 were issued under the Plan
and 2,265,416 issued under the Other Plans).
(3) Under the Plan, stock based awards are granted from a pool of available shares, with stock options and SARs counting as 1 share and full value awards (RSUs and
performance share units, etc) counted as 2 shares except for shares underlying deferral shares which count as 1 share
(4) Upon shareholder approval of the Plan these shares will not be available for grant (except for approximately 400,000 shares underlying options and SARs granted early
in 2016)
Year
Options/SARs
Granted
Time-Based
RSUs
Granted
Performance-
Based RSUs
Earned
Total
Granted
Weighted
Average
Number of
Common Shares
Outstanding
Burn Rate =
Total Granted
/ Common
Shares
Outstanding
2015 3,811,598 205,581 0 4,017,179 436,000,000 0.92%
2014 3,619,536 204,687 0 3,824,223 444,000,000 0.86%
2013 3,767,552 562,339 0 4,329,891 452,000,000 0.96%
Overview of Plan Awards
The Plan authorizes the award of stock options (including ISOs and non-qualified stock options (“NQOs”)), SARs, and
“Full Value Awards” (including restricted stock awards, restricted stock unit awards, performance shares, and performance
unit awards), each as described below.
Prohibition on Repricing
The Plan provides that, except for adjustments in connection
with corporate transactions (discussed below) or as approved
by our shareholders, the exercise price of an outstanding
stock option or SAR may not be decreased after the date
of grant, nor may an outstanding stock option or SAR be
surrendered to us in consideration for the grant of a
replacement stock option or SAR with a lower exercise price
or a Full Value Award. Except as approved by our shareholders,
in no event may any stock option or SAR granted under the
Plan be surrendered to us in consideration for a cash payment
if, at the time of such surrender, the exercise price of the
stock option or SAR is greater than the then current fair
market value of a share of our commonstock.