Ross 2011 Annual Report Download - page 62

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60
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS.
Equity compensation plan information. The following table summarizes the equity compensation plans under which the
Company’s common stock may be issued as of January 28, 2012 (all share and per share amounts have been adjusted for the
two-for-one stock split effective December 15, 2011):
(a) (c)
Number of securities (b) Number of securities
to be issued upon Weighted average remaining available for
exercise of exercise price per future issuance
outstanding options share of outstanding (excluding securities
Shares in (000s) and rights options and rights reflected in column (a)) 1
Equity compensation plans
approved by security holders 1,8022 $ 13.67 9,0883
Equity compensation plans
not approved by security holders4 616 $ 11.99 —
Total 2,418 $ 13.24 9,088
1 After approval by stockholders of the 2008 Equity Incentive Plan in May 2008, any shares remaining available for grant in the share reserves of the 2004 Equity Incentive
Plan, 1992 Stock Option Plan, the 2000 Equity Plan, the 1991 Outside Directors Stock Option Plan, and the 1988 Restricted Stock Plan were automatically canceled.
2 Represents shares reserved for options granted under the prior 1992 Stock Option Plan, the prior 1991 Outside Directors Stock Option Plan, and the 2004 Equity
Incentive Plan.
3 Includes 1,277,000 shares reserved for issuance under the Employee Stock Purchase Plan and 7,811,000 shares reserved for issuance under the 2008 Equity Incentive Plan.
4 Represents shares reserved for options granted under the prior 2000 Equity Incentive Plan, which was approved by the Company’s Board of Directors in March 2000.
The information required by Item 403 of Regulation S-K is incorporated herein by reference to the section of the Proxy Statement
entitled “Stock Ownership of Certain Beneficial Owners and Management.”
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND
DIRECTOR INDEPENDENCE.
The information required by Items 404 and 407(a) of Regulation S-K are incorporated herein by reference to the section of the
Proxy Statement entitled “Information Regarding Nominees and Incumbent Directors” including the captions “Audit Committee,”
“Compensation Committee,” and “Nominating and Corporate Governance Committee,” and the section of the Proxy Statement
entitled “Certain Transactions.”