Huntington National Bank 2015 Annual Report Download - page 202

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Plan Category (1)
Number of
securities to be
issued upon
exercise of
outstanding
options, warrants,
and rights (2)
(a)
Weighted-average
exercise price of
outstanding
options, warrants,
and rights (3)
(b)
Number of
securities
remaining available
for future issuance
under equity
compensation
plans (excluding
securities reflected
in column (a)) (4)
(c)
Equity compensation plans approved by security holders 30,886,998 $ 3.59 24,664,198
Equity compensation plans not approved by security holders 305,093 19.68 —
Total 31,192,091 $ 3.75 24,664,198
(1) All equity compensation plan authorizations for shares of common stock provide for the number of shares to be adjusted for
stock splits, stock dividends, and other changes in capitalization. The Huntington Investment and Tax Savings Plan, a broad-
based plan qualified under Code Section 401(a) which includes Huntington common stock as one of a number of investment
options available to participants, is excluded from the table.
(2) The numbers in this column (a) reflect shares of common stock to be issued upon exercise of outstanding stock options and
the vesting of outstanding awards of RSUs, RSAs and PSUs and the release of DSUs. The shares of common stock to be
issued upon exercise or vesting under equity compensation plans not approved by shareholders include an inducement grant
issued outside of the Company’s stock plans, and awards granted under the following plans which are no longer active and
for which Huntington has not reserved the right to make subsequent grants or awards: employee and director stock plans of
Unizan Financial Corp., Sky Financial Group, Inc. and Camco Financial Corporation assumed in the acquisitions of these
companies.
(3) The weighted-average exercise prices in this column are based on outstanding options and do not take into account unvested
awards of RSUs, RSAs and PSUs and unreleased DSUs as these awards do not have an exercise price.
(4) The number of shares in this column (c) reflects the number of shares remaining available for future issuance under
Huntington’s 2015 Plan, excluding shares reflected in column (a). The number of shares in this column (c) does not include
shares of common stock to be issued under the following compensation plans: the Executive Deferred Compensation Plan,
which provides senior officers designated by the Compensation Committee the opportunity to defer up to 90% of base
salary, annual bonus compensation and certain equity awards, and up to 90% of long-term incentive awards; the
Supplemental Plan under which voluntary participant contributions made by payroll deduction are used to purchase shares;
the Deferred Compensation for Huntington Bancshares Incorporated Directors under which directors may defer their
director compensation and such amounts may be invested in shares of common stock; and the Deferred Compensation Plan
for directors (now inactive) under which directors of selected subsidiaries may defer their director compensation and such
amounts may be invested in shares of Huntington common stock. These plans do not contain a limit on the number of shares
that may be issued under them.
Item 13: Certain Relationships and Related Transactions, and Director Independence
Information required by this item is set forth under the captions Indebtedness of Management and Certain other Transactions of
our 2016 Proxy Statement, which is incorporated by reference into this item.
Item 14: Principal Accountant Fees and Services
Information required by this item is set forth under the caption Proposal to Ratify the Appointment of Independent Registered
Public Accounting Firm of our 2016 Proxy Statement which is incorporated by reference into this item.
PART IV
Item 15: Exhibits and Financial Statement Schedules
Financial Statements and Financial Statement Schedules
Our consolidated financial statements required in response to this Item are incorporated by reference from Item 8 of this Report.
Exhibits
Our exhibits listed on the Exhibit Index of this Form 10-K are filed with this Report or are incorporated herein by reference.