DSW 2011 Annual Report Download - page 38

Table of Contents
PART III
In accordance with General Instruction G(3), the information contained under the captions “EXECUTIVE OFFICERS”, “
ELECTION OF
DIRECTORS” and “OTHER DIRECTOR INFORMATION,
COMMITTEES OF DIRECTORS AND CORPORATE GOVERNANCE
INFORMATION” in our definitive Proxy Statement for the Annual Meeting of Shareholders to be held on May 17, 2012
, to be filed with the SEC
pursuant to Regulation 14A promulgated under the Exchange Act (the “Proxy Statement”),
is incorporated herein by reference to satisfy the remaining
information required by this Item.
In accordance with General Instruction G(3), the information contained under the captions “COMPENSATION OF MANAGEMENT,” “
OTHER
DIRECTOR INFORMATION, COMMITTEES OF DIRECTORS AND CORPORATE GOVERNANCE INFORMATION” and “
REPORT
OF THE COMPENSATION COMMITTEE”
is incorporated herein by reference. Notwithstanding the foregoing, the information contained in the
Proxy Statement under the caption “REPORT OF THE COMPENSATION COMMITTEE”
shall be deemed furnished, and not filed, in this
Report on Form 10-
K and shall not be deemed incorporated by reference into any filing we make under the Securities Act of 1933, as amended, or the
Exchange Act.
In accordance with General Instruction G(3), the information contained under the captions “
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT” and “OTHER DIRECTOR INFORMATION,
COMMITTEES OF DIRECTORS AND
CORPORATE GOVERNANCE INFORMATION” in the Proxy Statement is incorporated herein by reference.
EQUITY COMPENSATION PLAN TABLE
The following table sets forth additional information as of January 28, 2012
, about our Class A Common Shares that may be issued upon the
exercise of options and other rights under our existing equity compensation plans and arrangements, divided between plans approved by our
shareholders and plans or arrangements not submitted to our shareholders for approval. The information includes the number of shares covered by, and
the weighted average exercise price of, outstanding options, warrants and other rights and the number of shares remaining available for future grants,
excluding the shares to be issued upon exercise of outstanding options, warrants, and other rights.
In accordance with General Instruction G(3), the information contained under the caption “
CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS” in the Proxy Statement is incorporated herein by reference.
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ITEM 10.
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
ITEM 11.
EXECUTIVE COMPENSATION.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED SHAREHOLDER
MATTERS.
Plan Category
Number of securities to be
issued upon exercise of
outstanding options, warrants
and rights
(a) (2)
Weighted-average exercise
price of outstanding options,
warrants and rights
(b)
Number of securities remaining
available for future issuance under
equity compensation plans
(excluding securities reflected in
column (a))
(c)
Equity compensation plans approved by
security holders (1)
2,972,697
$
22.43
3,639,630
Equity compensation plans not approved
by security holders
N/A
N /A
N/A
Total
2,972,697
$
22.43
3,639,630
(1)
DSW Inc. 2005 Equity Incentive Plan and RVI 2000 Stock Incentive Plan.
(2) Includes 2,508,186 shares issuable pursuant to the exercise of outstanding stock options, 272,541
shares issuable pursuant to restricted stock
units, and 191,970
shares issuable pursuant to director stock units. Since the restricted stock units and director stock units have no exercise
price, they are not included in the weighted average exercise price calculation in column (b).
ITEM 13.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.