Memorex 2014 Annual Report Download - page 96

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of Directors-Meetings of the Board and Board Committees,” “Information Concerning Solicitation and Voting —
Section 16(a) Beneficial Ownership Reporting Compliance” and “Item No. 1-Election of Directors — Information
Concerning Directors” are incorporated by reference into this Form 10-K.
We adopted a code of ethics that applies to our principal executive officer, principal financial officer, principal
accounting officer/controller, or persons performing similar functions and all our other employees. This code of
ethics is part of our broader Business Conduct Policy, posted on our website. The Internet address for our website
is http://www.imation.com and the Business Conduct Policy may be found on the “Corporate Governance” web
page, which can be accessed from the “Investor Relations” page, which can be accessed from the main web page.
We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding an amendment to, or waiver
from, a provision of the required code of ethics that applies to our principal executive officer, principal financial
officer, principal accounting officer/controller or persons performing similar functions by posting such information on
our website, at the address and location specified above.
Materials posted on our website are not incorporated by reference into this Form 10-K.
Item 11. Executive Compensation.
The Sections of the Proxy Statement entitled “Compensation Discussion and Analysis,” “Compensation
Committee Report,” “Compensation of Named Executive Officers” and “Board of Directors — Compensation of
Directors” are incorporated by reference into this Form 10-K.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters.
The Sections of the Proxy Statement entitled “Information Concerning Solicitation and Voting - Security
Ownership of Certain Beneficial Owners” and “Information Concerning Solicitation and Voting - Security Ownership
of Management” are incorporated by reference into this Form 10-K.
Equity Compensation Plan Information
The following table gives information about our common stock that may be issued under all of our existing
equity compensation plans as of December 31, 2014, including the 2011 Stock Incentive Plan, 2008 Stock Incentive
Plan, the 2005 Stock Incentive Plan and the 2000 Stock Incentive Plan. As of December 31, 2014, options and
restricted stock had been granted under the 2000 Stock Incentive Plan, 2005 Stock Incentive Plan and 2008 Stock
Incentive Plan, and options, restricted stock, restricted stock units and stock appreciation rights had been granted
under the 2011 Stock Incentive Plan. Our shareholders have approved all of the compensation plans listed below.
Equity Compensation Plans Approved by
Shareholders
Number of
Securities to be
Issued Upon
Exercise of
Outstanding
Options,
Warrants and
Rights
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 the
First Column)
2011 Stock Incentive Plan 1,308,055 (1) $ 5.48 1,929,545
2008 Stock Incentive Plan 1,815,077 (1) $ 10.44 — (2)
2005 Stock Incentive Plan 668,729 $ 31.71 — (2)
2000 Stock Incentive Plan 106,125 $ 34.17 — (2)
Total 3,897,986 $ 13.07 1,929,545
(1) This number does not include restricted stock of 1,347,199 shares under our 2011 Stock Incentive Plan or 1,718
shares under our 2008 Stock Incentive Plan.
(2) No additional awards may be granted under our 2008 Stock Incentive Plan, 2005 Stock Incentive Plan, 2000
Stock Incentive Plan or 1996 Directors Stock Compensation Program.