WeightWatchers 2015 Annual Report Download - page 73

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 2016 Annual
Meeting of Shareholders pursuant to Regulation 14A, except that (i) certain of the information regarding our
directors and executive officers called for by Items 401(a), (b) and (e) of Regulation S-K has been included in
Part I of this Annual Report on Form 10-K; (ii) the information regarding certain Company equity compensation
plans called for by Item 201(d) of Regulation S-K is set forth below and (iii) the information regarding our
Amended and Restated Code of Business Conduct and Ethics, or the Code of Business Conduct and Ethics,
called for by Item 406 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 January 2, 2016:
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 ................... 6,603,327 $9.52 1,133,985
Equity compensation plans not approved
by security holders ................. — — —
Total .............................. 6,603,327 $9.52 1,133,985
(1) Consists of 1,816,513 shares of our common stock issuable upon the exercise of outstanding options awarded under our Amended and
Restated 2014 Stock Incentive Plan, or 2014 Plan, our 2008 Stock Incentive Plan, or 2008 Plan, and our 2004 Stock Incentive Plan, or
2004 Plan; 3,513,468 shares of our common stock issuable upon the exercise of the Winfrey Option granted pursuant to the Winfrey
Option Agreement; and 1,273,346 shares of our common stock issuable upon the vesting of restricted stock units awarded under our
2014 Plan, 2008 Plan and 2004 Plan. The Winfrey Option was approved by the written consent of Artal Luxembourg which, as of the
date thereof, controlled a majority of the voting power of our outstanding common stock. For additional details on the Winfrey Option
and Winfrey Option Agreement, see “Item 1. Business—History—Winfrey Transaction” of this Annual Report on Form 10-K.
(2) Includes weighted average exercise price of outstanding stock options of $11.79 and restricted stock units of $0.
(3) Consists of shares of our common stock issuable under our 2014 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. In connection with the initial approval of our 2014 Plan on May 6, 2014, the 2014 Plan
replaced the 2004 Plan and the 2008 Plan with respect to prospective equity grants.
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 or controller, and our employees and directors.
Our Code of Business Conduct and Ethics is available on our website at www.weightwatchersinternational.com.
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