Discover 2015 Annual Report Download - page 174

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Part III.
Part III | Item 10. Directors, Executive Officers and Corporate Governance
Information regarding our executive officers is included under the heading “Executive Officers of the Registrant”
in Item 1 of this annual report on Form 10-K. Information regarding our directors and corporate governance under the
following captions in our proxy statement for our annual meeting of stockholders to be held on May 12, 2016 ("Proxy
Statement") is incorporated by reference herein.
"Election of Directors - Information Concerning Nominees for Election as Directors"
"Other Matters - Section 16(a) Beneficial Ownership Reporting Compliance"
"Corporate Governance - Shareholder Recommendations for Director Candidates"
"Corporate Governance - Board Meetings and Committees"
Our Code of Ethics and Business Conduct applies to all directors, officers and employees, including our Chief
Executive Officer and our Chief Financial Officer. You can find our Code of Ethics and Business Conduct on our internet
site, www.discover.com. We will post any amendments to the Code of Ethics and Business Conduct, and any waivers
that are required to be disclosed by the rules of either the SEC or the New York Stock Exchange, on our internet site.
Item 11. Executive Compensation
Information regarding executive compensation under the following captions in our Proxy Statement is
incorporated by reference herein.
"Executive and Director Compensation"
"Compensation Discussion and Analysis"
"2015 Executive Compensation”
"Compensation Committee Report”
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
Information relating to the compensation plans under which our equity securities are authorized for issuance as of
December 31, 2015, is set forth in the table below.
Plan Category
Number of securities to
be issued upon exercise
of outstanding options,
warrants and rights(1)
Weighted-average
exercise price of
outstanding options,
warrants and rights
Number of securities
remaining available for
future issuance under
equity compensation plans
(excluding securities
reflected in column (a))
(a) (b) (c)
Equity compensation plans approved by security holders ........ 4,182,260 $ 26.68 26,352,088
Equity compensation plans not approved by security holders... N/A N/A N/A
Total .............................................................................. 4,182,260 $ 26.68 26,352,088
(1) Includes 2,917,163 vested and unvested restricted stock units and 1,171,385 vested and unvested performance stock units that can be converted to up to 1.5 shares
per each unit dependent on the performance factor.
Information related to the beneficial ownership of our common stock is presented under the caption “Beneficial
Ownership of Company Common Stock” in our Proxy Statement and is incorporated by reference herein.
Item 13. Certain Relationships and Related Transactions, and Director Independence
Information regarding certain relationships and related transactions, and director independence under the
following captions in our Proxy Statement is incorporated by reference herein.