Radio Shack 2010 Annual Report Download - page 47

37
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS
AND CORPORATE GOVERNANCE.
We will file a definitive proxy statement with the SEC on or
about April 20, 2011. The information called for by this Item
with respect to directors and the Audit and Compliance
Committee of the Board of Directors is incorporated by
reference from the Proxy Statement for the 2011 Annual
Meeting under the headings “Item 1 - Election of Directors”
and “Meetings and Committees of the Board.” For
information relating to our Executive Officers, see Part I of
this Annual Report on Form 10-K. The Section 16(a)
reporting information is incorporated by reference from the
Proxy Statement for the 2011 Annual Meeting under the
heading “Section 16(a) Beneficial Ownership Reporting
Compliance.” Information regarding our Financial Code of
Ethics is incorporated by reference from the Proxy
Statement for the 2011 Annual Meeting under the heading
“Corporate Governance – Code of Conduct and Financial
Code of Ethics.”
ITEM 11. EXECUTIVE COMPENSATION.
The information called for by this Item with respect to
executive compensation is incorporated by reference from
the Proxy Statement for the 2011 Annual Meeting under the
headings “Compensation Discussion and Analysis,”
“Executive Compensation,” “Non-Employee Director
Compensation” and “Compensation Committee Report.”
ITEM 12. SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS.
The information called for by this Item with respect to
security ownership of certain beneficial owners and
management is incorporated by reference from the Proxy
Statement for the 2011 Annual Meeting under the heading
“Ownership of Securities.”
EQUITY COMPENSATION PLANS
The following table provides a summary of information as of December 31, 2010, relating to our equity compensation plans in
which our common stock is authorized for issuance.
Equity Compensation Plan Information
(Share amounts in thousands)
(a)
Number of shares to be
issued upon exercise of
outstanding options,
warrants and rights
(b)
Weighted-average
exercise price of
outstanding options,
warrants and rights
(c)
Number of shares
remaining available for
future issuance under
equity compensation plans
(excluding shares reflected
in column (a))
Equity compensation plans approved by
shareholders (1) 4,593 (2)
$ 14.22 10,500 (3)
Equity compensation plans not approved by
shareholders (4) 4,589 $ 20.35 --
Total 9,182 $ 17.52 10,500
(1) Includes the 1997 Incentive Stock Plan (“ISP”), the 2001 ISP, the 2004 Deferred Stock Unit Plan for Non-Employee Directors, the 2007 Restricted Stock
Plan (“RSP”), and the 2009 ISP. Refer to Note 7 - “Stock-Based Incentive Plans” of our Notes to Consolidated Financial Statements included elsewhere in
this Annual Report on Form 10-K for further information. The 1997 ISP expired on February 27, 2007, and no further grants may be made under this plan.
The 2001 ISP and the 2007 RSP terminated upon shareholder approval of the 2009 ISP on May 21, 2009. No further grants may be made under the 2001
ISP or the 2007 RSP.
(2) This amount includes approximately 454,000 shares of restricted stock and approximately 211,000 deferred stock units.
(3) This amount includes approximately 705,000 deferred stock units.
(4) Includes the 1999 ISP and options granted as an inducement grant in connection with our Chief Executive Officer’s employment with RadioShack in the
third quarter of 2006. Refer to Note 7 - “Stock-Based Incentive Plans” in the Notes to Consolidated Financial Statements included elsewhere in this Annual
Report on Form 10-K for more information concerning the 1999 ISP and the third quarter 2006 inducement grant. The 1999 ISP expired on February 23,
2009, and no further grants may be made under this plan.