Tech Data 2013 Annual Report Download - page 134
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Beneficial Ownership
Under the rules of the SEC, a person is deemed to be a “beneficial owner” of a security if that person has or shares “voting power,” which includes
the power to vote or to direct the voting of such security, or “investment power,” which includes the power to dispose of or to direct the disposition
of such security. A person is deemed to be a beneficial owner of any securities of which that person has the right to acquire beneficial ownership
within 60 days from the date used to determine beneficial ownership. Under these rules, more than one person may be deemed to be a beneficial
owner of the same securities and a person may be deemed to be a beneficial owner of securities as to which he has no beneficial interest. In general,
“beneficial ownership” also includes those shares a director, director nominee, or executive officer has the power to vote or transfer, and options
that are exercisable currently or that become exercisable within 60 days from the date used to determine beneficial ownership.
The table below sets forth certain information regarding the beneficial ownership of the Company’s common stock as of January 31, 2014, by:
(i) the Company’s directors and director nominees; (ii) the Company’s NEO; (iii) such directors and all executive officers as a group; and (iv) each
person known by the Company to own beneficially more than 5% of the shares of the Company’s common stock.
118
Equity compensation plans approved by shareholders for:
Employee equity compensation
(2)
1,092,667
$
14.84
2,998,042
Employee stock purchase
0
0
517,224
Non-employee directors’ equity compensation
15,000
32.69
0
Total
1,107,667
15.08
3,515,266
Employee equity compensation plan not approved by shareholders
1,325
24.27
0
Total
1,108,992
$
15.09
3,515,266
(1) The calculation of the weighted average exercise price includes restricted stock awards that do not have an exercise price. Excluding the restricted stock awards, the weighted
average exercise price of outstanding options and MVSSARs would be $33.35 per share for equity compensation plans approved by security holders, $24.27 per share for equity
compensation plans not approved by shareholders and $33.33 per share for all equity compensation plans.
(2) The equity-
based incentives outstanding include 128,088 MVSSARs at an average exercise price of $22.71. Assuming the maximum cap of $20 per share is reached, the maximum
number of shares that would be issued from the exercise of MVSSARs would be approximately 61,000 shares. The total of equity-based incentives outstanding also includes
37,739 shares outstanding for non-employee directors.