Alcoa 2013 Annual Report Download - page 181

1Includes the 2013 Alcoa Stock Incentive Plan (approved by shareholders in May 2013) (2013 ASIP), 2009 Alcoa Stock
Incentive Plan (approved by shareholders in May 2009) (2009 ASIP), 2004 Alcoa Stock Incentive Plan (approved by
shareholders in April 2004) (2004 ASIP) and the former Alcoa Long Term Stock Incentive Plan (last approved by
shareholders in 1992 and amendments thereto approved by shareholders in 1995). Table amounts are comprised of the
following:
• 40,133,122 stock options
• 5,208,484 performance options
• 10,437,590 restricted share units
• 5,461,565 performance share awards (2,271,710 granted in 2013 at target)
2The 2013 ASIP authorizes, in addition to stock options, other types of stock-based awards in the form of stock
appreciation rights, restricted shares, restricted share units, performance awards and other awards. The shares that remain
available for issuance under the 2013 ASIP may be issued in connection with any one of these awards. Up to 55 million
shares may be issued under the plan. Any award other than an option or a stock appreciation right shall count as 2.33
shares. Options and stock appreciation rights shall be counted as one share for each option or stock appreciation right. In
addition, the 2013 ASIP provides the following are available to grant under the 2013 ASIP: (i) shares that are issued
under the 2013 ASIP, which are subsequently forfeited, cancelled or expire in accordance with the terms of the award
and (ii) shares that had previously been issued under prior plans that are outstanding as of the date of the 2013 ASIP
which are subsequently forfeited, cancelled or expire in accordance with the terms of the award.
The information required by Item 403 of Regulation S-K is contained under the captions “Alcoa Stock Ownership—
Stock Ownership of Certain Beneficial Owners” and “—Stock Ownership of Directors and Executive Officers” of the
Proxy Statement and is incorporated by reference.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
The information required by Item 404 of Regulation S-K is contained under the captions “Executive Compensation”
(excluding the information under the caption “Compensation Committee Report”), “Corporate Governance—Director
Independence and Related Person Transactions” of the Proxy Statement and is incorporated by reference.
The information required by Item 407(a) of Regulation S-K regarding director independence is contained under the
captions “Item 1—Election of Directors” and “Corporate Governance” of the Proxy Statement and is incorporated by
reference.
Item 14. Principal Accounting Fees and Services.
The information required by Item 9(e) of Schedule 14A is contained under the captions “Item 2—Ratification of the
Appointment of the Independent Registered Public Accounting Firm—Report of the Audit Committee” and “Audit and
Non-Audit Fees” of the Proxy Statement and in Attachment A (Pre-Approval Policies and Procedures for Audit and
Non-Audit Services) thereto and is incorporated by reference.
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