DSW 2012 Annual Report Download - page 37

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PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
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 June 5, 2013, 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.
ITEM 11. EXECUTIVE COMPENSATION.
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”, “REPORT OF THE COMPENSATION COMMITTEE” and “COMPENSATION
DISCUSSION AND ANALYSIS" in the Proxy Statement 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.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
SHAREHOLDER MATTERS.
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 February 2, 2013, 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.
Plan Category
(a) Number of securities
to be issued upon exercise
of outstanding options,
warrants and rights (a) (2)
(b) Weighted-average
exercise price of
outstanding options,
warrants and rights
(c)Number of securities
remaining available for
future issuance under equity
compensation plans
(excluding securities
reflected in column (a))
Equity compensation plans approved
by security holders (1) 2,222,075 $ 29.00 3,391,593
Equity compensation plans not
approved by security holders N/A N /A N/A
Total 2,222,075 $ 29.00 3,391,593
(1) DSW Inc. 2005 Equity Incentive Plan
(2) Includes 1,847,020 shares issuable pursuant to the exercise of outstanding stock options, 217,547 shares issuable
pursuant to restricted stock units, and 157,508 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.
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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