Ameriprise 2012 Annual Report Download - page 190

operations at Lutheran Brotherhood, now known as Thrivent Financial for Lutherans, where he was Vice President —
Treasurer from 1997 until 2001.
CORPORATE GOVERNANCE
We have adopted a set of Corporate Governance Principles and Categorical Standards of Director Independence which,
together with the charters of the three standing committees of the Board of Directors (Audit; Compensation and Benefits;
and Nominating and Governance) and our Code of Conduct (which constitutes the Company’s code of ethics), provide the
framework for the governance of our company. A complete copy of our Corporate Governance Principles and Categorical
Standards of Director Independence, the charters of each of the Board committees, the Code of Conduct (which applies
not only to our Chief Executive Officer, Chief Financial Officer and Controller, but also to all other employees of our
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 15,906,926(1) $ 44.57 6,466,413
Equity compensation plans not approved by
security holders 5,768,533(2) 32.39 7,858,739(3)
Total 21,675,459 $ 41.33 14,325,152
(1) Includes 1,730,084 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 4,948,492 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 16 —
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, the Ameriprise
Advisor Group Deferred Compensation Plan and the Ameriprise Financial Franchise Advisor Deferred Compensation Plan.
(3) Consists of 3,249,025 shares of common stock issuable under the terms of the Ameriprise Financial 2008 Employment Incentive
Equity Award Plan, 2,531,857 shares of common stock issuable under the Ameriprise Advisor Group Deferred Compensation Plan,
and 2,077,857 shares of common stock issuable under the Ameriprise Financial Franchise Advisor Deferred Compensation Plan.
Descriptions of our equity compensation plans can be found in Note 16 to our Consolidated Financial Statements included
in Part II, Item 8 of this Annual Report on Form 10-K. 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
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