WeightWatchers 2012 Annual Report Download - page 81

PART III
Items 10, 11, 12, 13 and 14. Directors, Executive Officers and Corporate Governance; Executive
Compensation; Security Ownership of Certain Beneficial Owners and
Management and Related Shareholder Matters; Certain Relationships and
Related Transactions, and Director Independence; Principal Accountant Fees
and Services
Information called for by Items 10, 11, 12, 13 and 14 of Part III of this Annual Report on Form 10-K is
incorporated by reference from our definitive Proxy Statement to be filed in connection with our 2013 Annual
Meeting of Shareholders pursuant to Regulation 14A, except that (i) the information regarding our executive
officers called for by Item 401(b) of Regulation S-K has been included in Part I of this Annual Report on
Form 10-K; and (ii) the information regarding certain Company equity compensation plans called for by
Item 201(d) of Regulation S-K is set forth below.
Securities Authorized for Issuance Under Equity Compensation Plans
The following table summarizes our equity compensation plan information as of December 29, 2012:
Equity Compensation Plan Information
Plan category
Number of securities
to be issued upon exercise
of outstanding options,
warrants and rights(1)
(a)
Weighted-average
exercise price of
outstanding options,
warrants and rights(2)
(b)
Number of securities
remaining available
for future issuance
under equity
compensation plans
(excluding securities
reflected in column (a))(3)
(c)
Equity compensation plans approved by
security holders ................... 2,485,664 $38.51 2,098,055
Equity compensation plans not approved
by security holders ................. — — —
Total .............................. 2,485,664 $38.51 2,098,055
(1) Consists of 2,239,372 shares of our common stock issuable upon the exercise of outstanding options and 246,292 shares of our common
stock issuable upon the vesting of restricted stock units awarded under our 2008 Stock Incentive Plan, or 2008 Plan, our 2004 Stock
Incentive Plan, or 2004 Plan, and our 1999 Stock Purchase and Option Plan, or 1999 Plan.
(2) Includes weighted-average exercise price of stock options outstanding of $42.75 and restricted stock units of $0.
(3) Consists of shares of our common stock issuable under our 2008 Plan and 2004 Plan pursuant to various awards the Compensation and
Benefits Committee may make, including non-qualified stock options, incentive stock options, stock appreciation rights, restricted stock
units, restricted stock and other equity-based awards. Our 1999 Plan terminated on December 16, 2009 pursuant to its terms and in
connection with such termination no additional securities can be issued under the plan. Pursuant to the terms of our 2008 Plan, the
number of shares of our common stock available for issuance under the 2008 Plan was increased by 550,272 shares, the remaining
number of shares of our common stock with respect to which awards could be granted under the 1999 Plan upon its termination.
Code of Business Conduct and Ethics
We have adopted a Code of Business Conduct and Ethics for our officers, including our principal executive
officer, principal financial officer, principal accounting officer and controller, and our employees and directors.
Our Code of Business Conduct and Ethics is available on our website at www.weightwatchersinternational.com.
In addition to any disclosures required under the Exchange Act, the date and nature of any substantive
amendment of our Code of Business Conduct and Ethics or waiver thereof applicable to any of our principal
executive officer, principal financial officer, principal accounting officer or controller or persons performing
similar functions, and that relates to any element of the code of ethics definition enumerated in Item 406(b) of
Regulation S-K of the Exchange Act, will be disclosed on our website at www.weightwatchersinternational.com
within four business days of the date of such amendment or waiver. In the case of a waiver, the name of the
person to whom the waiver was granted will also be disclosed on our website within four business days of the
date of such waiver.
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