Freddie Mac 2005 Annual Report Download - page 166

EXECUTIVE COMPENSATION
Information regarding executive compensation is set forth under the section titled ""Executive Compensation'' of our
Proxy Statement and is incorporated by reference into this Information Statement. Information regarding compensation of
our board of directors is set forth under the section titled ""Proposal 1: Election of Directors Ì Board Compensation'' and
information concerning members of the Compensation and Human Resources Committee is set forth under ""Propo-
sal 1: Election of Directors Ì Compensation Committee Interlocks and Insider Participation'' of our Proxy Statement,
incorporated by reference herein.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDER MATTERS
Securities Authorized for Issuance under Equity Compensation Plans
Table 52 provides information about our common stock that may be issued upon the exercise of options, warrants and
rights under our existing equity compensation plans at December 31, 2005. Our stockholders have approved the ESPP, the
2004 Employee Plan, the 1995 Employee Plan and the Directors' Plan.
Table 52 Ì Equity Compensation Plan Information
(c)
(a) Number of securities
Number of securities remaining available for
to be issued (b) future issuance under
upon exercise Weighted-average equity compensation
of outstanding exercise price of plans (excluding
options, warrants outstanding options, securities reÖected in
Plan Category and rights warrants and rights column (a))
Equity compensation plans approved by stockholders ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 8,229,451(1) $46.10(2) 20,159,506(3)
Equity compensation plans not approved by stockholdersÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ None N/A None
(1) Includes 1,474,183 restricted stock units issued under the Directors' Plan and the Employee Plans and options to purchase up to 61,584 shares under
the ESPP, which are issuable in connection with the oÅering period ended on January 31, 2006.
(2) For the purpose of calculating this amount, the restricted stock units are assigned an exercise price of zero.
(3) Consists of 12,005,314 shares, 6,597,276 shares and 1,556,916 shares available for issuance under the 2004 Employee Plan, the ESPP and Directors'
Plan, respectively.
Security Ownership of Management
Information regarding the beneÑcial ownership of our common stock by each of our directors, each director nominee,
certain executive oÇcers and by all directors and executive oÇcers as a group is set forth under the section titled ""Corporate
Governance Ì Stock Ownership by Directors, Executive OÇcers and Greater than 5% Holders'' of our Proxy Statement
for our annual meeting of stockholders to be held on September 8, 2006 and is incorporated by reference into this
Information Statement.
Security Ownership of Certain BeneÑcial Owners
Information regarding the beneÑcial ownership of our common stock by certain beneÑcial owners is set forth under the
section titled ""Corporate Governance Ì Stock Ownership by Directors, Executive OÇcers and Greater than 5% Holders''
of our Proxy Statement for our annual meeting of stockholders to be held on September 8, 2006 and is incorporated by
reference into this Information Statement.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Information regarding certain relationships and related transactions is set forth under the section titled ""Proposal 1:
Election of Directors Ì Transactions with Institutions Related to Directors'' of our Proxy Statement for our annual meeting
of stockholders to be held on September 8, 2006 and is incorporated by reference into this Information Statement.
PRINCIPAL ACCOUNTING FEES AND SERVICES
Information regarding principal accountant fees and services is set forth under the section titled ""Proposal 2:
RatiÑcation of Appointment of Independent Auditors'' of our Proxy Statement for our annual meeting of stockholders to be
held on September 8, 2006 and is incorporated by reference into this Information Statement.
150 Freddie Mac