Ameriprise 2010 Annual Report Download - page 178

company) and the Code of Business Conduct for the Members of the Board of Directors may be found by clicking the
‘‘Corporate Governance’’ link found on our Investor Relations website at ir.ameriprise.com. You may also access our
Investor Relations website through our main website at ameriprise.com by clicking on the ‘‘Investor Relations’’ link, which
is located at the bottom of the page. (Information from such sites is not incorporated by reference into this report.) You
may also obtain free copies of these materials by writing to our Corporate Secretary at our principal executive offices.
Item 11. Executive Compensation.
The following portions of the Proxy Statement are incorporated herein by reference:
• information under the caption ‘‘Corporate Governance—Compensation and Benefits Committee—Compensation
Committee Interlocks and Insider Participation’’;
• information included under the caption ‘‘Compensation of Executive Officers’’; and
• information included under the caption ‘‘Compensation of Directors.’’
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters.
Equity Compensation Plan Information
(a) (b) (c)
Number of securities
Number of securities remaining available for
to be issued upon Weighted-average future issuance under
exercise of exercise price of equity compensation plans
outstanding options, outstanding options, (excluding securities reflected
warrants and rights warrants and rights in column a)—shares
Plan category
Equity compensation plans approved by security holders 19,654,868(1) $ 36.23 11,304,723
Equity compensation plans not approved by security
holders 7,467,974(2) 31.87 6,688,972(3)
Total 27,122,842 $ 35.96 17,993,695
(1) Includes 1,319,771 share units subject to vesting per the terms of the applicable plan which could result in the issuance of common
stock. As the terms of these share based awards do not provide for an exercise price, they have been excluded from the weighted
average exercise price in column B.
(2) Includes 6,288,578 share units subject to vesting per the terms of the applicable plans which could result in the issuance of
common stock. As the terms of these share based awards do not provide for an exercise price, they have been excluded from the
weighted average exercise price in column B. For additional information on the Company’s equity compensation plans see Note 17—
Share-Based Compensation to our Consolidated Financial Statements in Part II, Item 8 of this Annual Report on Form 10-K. The
non-shareholder approved plans consist of the Ameriprise Financial 2008 Employment Incentive Equity Award Plan and the Amended
Franchise Advisor Deferred Equity Program.
(3) Consists of 2,730,294 shares of common stock issuable under the terms of the Ameriprise Financial 2008 Employment Incentive
Equity Award Plan, 2,734,692 shares of common stock issuable under the Ameriprise Advisor Group Deferred Compensation Plan,
and 1,223,986 shares of common stock issuable under the Amended Franchise Advisor Deferred Equity Plan.
Information concerning the market for our common shares and our shareholders can be found in Part II, Item 5 of this
Annual Report on Form 10-K. Price and dividend information concerning our common shares may be found in Note 27 to
our Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K. The information
included under the caption ‘‘Ownership of Our Common Shares’’ in the Proxy Statement is incorporated herein by
reference.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
The information under the captions ‘‘Corporate Governance—Director Independence,’’ ‘‘Corporate Governance—Categorical
Standards of Director Independence,’’ ‘‘Corporate Governance—Independence of Committee Members’’ and ‘‘Certain
Transactions’’ in the Proxy Statement is incorporated herein by reference.
Item 14. Principal Accountant Fees and Services.
The information set forth under the heading ‘‘Items to be Voted on by Shareholders—Item 4—Ratification of Audit
Committee’s Selection of Independent Registered Public Accountants for 2011—Independent Registered Public Accountant
Fees’’; ‘‘—Services to Associated Organizations’’; and ‘‘—Policy on Pre-Approval of Services Provided by Independent
Registered Public Accountants,’’ in the Proxy Statement is incorporated herein by reference.
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