Famous Footwear 2011 Annual Report Download - page 83

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2011 BROWN SHOE COMPANY, INC. FORM 10-K 81
ITEM 12 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
Information regarding Company Stock Ownership by Directors, O cers and Principal Holders of Our Stock is set forth
under the caption Stock Ownership by Directors, Executive O cers and 5% Shareholders in the Proxy Statement for the
Annual Meeting of Shareholders to be held May 22, 2012, which information is incorporated herein by reference.
Equity Compensation Plan Information
The following table sets forth aggregate information regarding the Company’s equity compensation plans as of
January 28, 2012:
Number of securities
remaining available
Number of securities Weighted-average for future issuance under
to be issued upon exercise exercise price of equity compensation plans
of outstanding options, outstanding options, (excluding securities
warrants and rights warrants and rights refl ected in column (a))
Plan Category (a) (b) (c)
Equity compensation plans approved by security holders . . . . . 2,576,485 (1) 15.79 (1) 2,411,107 (2)
Equity compensation plans not approved by security holders. . . – – –
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,576,485 15.79 2,411,107
(1) Column (a) includes the following:
(i) 1,662,610 outstanding stock options (includes vested and nonvested options).
(ii) 428,625 rights to receive common shares subject to nonvested performance share awards at the maximum award level. The target
amount of shares to be awarded under these performance share awards is 151,500 and 134,250, depending on the achievement of
certain objectives at the end of 2012 and 2013, respectively. These awards may be payable at anywhere from zero to a maximum
227,250 and 201,375 shares at the end of 2012 and 2013, respectively. Our current expectation is that 90,900 shares will be issued upon
satisfaction of these awards.
(iii) 485,250 rights to receive common shares subject to performance share awards that have vested at the end of 2011 but had not been
approved for issuance by the Compensation Committee as of the end of fi scal 2011. The target amount of shares for these awards was
323,500 and the awards will be paid out at 150.0% of target in March of 2012.
Performance share rights described in (ii) and (iii) above were disregarded for purposes of computing the weighted-average exercise price
in column (b). This table excludes restricted stock units granted to independent directors and independent directors’ deferred compensation
units, which are payable only in cash and are described further in Note 16 to the consolidated fi nancial statements.
(2) Represents our remaining shares available for award grants based upon the plan provisions, which refl ects our practice to reserve shares
for outstanding awards. Per our current practice, the number of securities available for grant has been reduced for stock option grants and
performance share awards payable in stock. Performance share awards are reserved based on the maximum payout level.
Information regarding share-based plans is set forth in Note 16 to the consolidated fi nancial statements and is hereby
incorporated by reference.
ITEM 13 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Information regarding Certain Relationships and Related Transactions is set forth under the caption Related Party
Transactions in the Proxy Statement for the Annual Meeting of Shareholders to be held May 22, 2012, which information is
incorporated herein by reference.
Information regarding Director Independence is set forth under the caption Director Independence in the Proxy Statement
for the Annual Meeting of Shareholders to be held May 22, 2012, which information is incorporated herein by reference.
ITEM 14 PRINCIPAL ACCOUNTING FEES AND SERVICES
Information regarding our Principal Accounting Fees and Services is set forth under the caption Fees Paid to Independent
Registered Public Accountants in the Proxy Statement for the Annual Meeting of Shareholders to be held May 22, 2012,
which information is incorporated herein by reference.