The Hartford 2014 Annual Report Download - page 133

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The information called for by Item 11 will be set forth in the Proxy Statement under the subcaptions “Compensation Discussion and Analysis”, “Executive
Compensation”, “Director Compensation”, “Report of the Compensation and Management Development Committee”, and “Compensation and Management
Development Committee Interlocks and Insider Participation” and is incorporated herein by reference.
 
Certain of the information called for by Item 12 will be set forth in the Proxy Statement under the caption “Information on Stock Ownership” and is
incorporated herein by reference.
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The following table provides information as of December 31, 2014 about the securities authorized for issuance under the Company’s equity compensation
plans. The Company maintains The Hartford Incentive Stock Plan (the "2000" Stock Plan), The Hartford 2005 Incentive Stock Plan (the “2005 Stock Plan”),
The Hartford 2010 Incentive Stock Plan (the “2010 Stock Plan”), The Hartford 2014 Incentive Stock Plan (the "2014 Stock Plan") (collectively the "Stock
Plans") and The Hartford Employee Stock Purchase Plan (the “ESPP”). On May 21, 2014, the shareholders of the Company approved the 2014 Stock Plan,
which superseded the earlier plans. Pursuant to the provisions of the 2014 Stock Plan, no additional shares may be issued from the 2010 Stock Plan. To the
extent that any awards under the 2005 Stock Plan and the 2010 Stock Plan are forfeited, terminated, surrendered, exchanged, expire unexercised or are settled
in cash in lieu of stock (including to effect tax withholding) or for the issuance of a lesser number of shares than the number of shares subject to the award, the
shares subject to such awards (or the relevant portion thereof) shall be available for award under the 2014 Stock Plan and such shares shall be added to the
total number of shares available under the 2014 Stock Plan. For a description of the 2014 Stock Plan and the ESPP, see Note 18 - Stock Compensation Plans
of Notes to Consolidated Financial Statements.
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Equity compensation plans approved by stockholders 11,998,466 $ 29.64 17,796,780
Equity compensation plans not approved by stockholders — — —
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[1] The amount shown in this column includes 3,744,845 outstanding options awarded under the 2000 Stock Plan, the 2005 Stock Plan and the 2010 Stock Plan. The amount
shown in this column includes 7,190,307 outstanding restricted stock units and 1,063,314 outstanding performance shares at 100% of target (which excludes 346,756 shares
that vested on December 31, 2014, related to the 2012-2014 performance period) as of December 31, 2014 under the 2010 Stock Plan and the 2014 Stock Plan. The
maximum number of performance shares that could be awarded is 2,126,628 (200% of target) if the Company achieved the highest performance level. Under the 2010 and
2014 Stock Plans, no more than 500,000 shares in the aggregate can be earned by an individual employee with respect to restricted stock unit and performance share
awards made in a single calendar year. As a result, the number of shares ultimately distributed to an employee with respect to awards made in the same year will be
reduced, if necessary, so that the number does not exceed this limit.
[2] The weighted-average exercise price reflects outstanding options and does not reflect outstanding restricted stock units or performance shares because they do not have
exercise prices.
[3] Of these shares, 5,193,622 remain available for purchase under the ESPP as of December 31, 2014. 12,603,158 shares remain available for issuance as options, restricted
stock units, restricted stock awards or performance shares under the 2014 Stock Plan as of December 31, 2014.
 
Any information called for by Item 13 will be set forth in the Proxy Statement under the caption and subcaption “Board and Governance Matters” and
“Director Independence” and is incorporated herein by reference.
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The information called for by Item 14 will be set forth in the Proxy Statement under the caption “Audit Matters” and is incorporated herein by reference.
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