THQ 2010 Annual Report Download - page 91

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P AR T I I I
Item 10. Direc tors , Executive O ffi cers and Corporate Go vernance
The following information required by Item 10 is incorporated herein by reference from our definitive Proxy
Statement for the 2010 Annual Meeting of Stockholders, which will be filed within 120 days after the close of
our fiscal year (the “Proxy Statement”):
• Information regarding directors who are nominated for election is included under the caption
“Proposal Number 1—Election of Directors;”
• Information regarding executive officers is included under the caption “Executive Officers;”
• Information related to involvement in certain legal proceedings is included under the caption
“Involvement in Certain Proceedings;”
• Information regarding the audit committee and its financial expert is included under the caption
“Committees of the Board of Directors;” and
• Information regarding Section 16 compliance is included under the caption “Section 16(a)
Beneficial Ownership Reporting Compliance.”
Information regarding our code of ethics applicable to our directors, principal executive officer, principal
financial officer, principal accounting officer, and other senior financial officers appears under the caption
“Charters, Code of Ethics, and Code of Business Conduct and Ethics.”
Item 11. E xecuti ve Compensation
The information required under this Item relating to executive compensation will be included in the Proxy
Statement under the heading “Executive Compensation,” and is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related
S to ckholder Matters
Securities Authorized for Is suance Under Equity Compensation Plans
Information for our equity compensation plans in effect as of March 31, 2010 is as follows:
(a)
(b)
(c)
Plan
Category
Number of
Se curities
to be Is s ued Upon
Exercise of
Out standing
Options,
Warrants and
Rights
Weighted-average
Exercise Price of
Out standing
Options,
Warrants and
Rights
Number of Se curities
Remaining Available
for
Future Issuance
Under
Equity Compensation
Plans (E x cluding
Se curities R eflected in
Column (a))
Equity compensation plans approved by security
holders.................................................................... 9,868,472 $12.68 5,616,298
Equity compensation plans not approved by
security holders ..................................................... 150,750(1) $10.46 —
Total............................................................................ 10,019,222 $12.64 5,616,298
(1) Represents the aggregate number of shares of THQ common stock to be issued upon exercise of
individual compensation arrangements with employee and non-employee option and warrant holders.
Amount includes 150,000 outstanding warrants; for further information related to these warrants, see
“Note 18—Stock-based Compensation” in the notes to the consolidated financial statements included
in Item 8. The 750 outstanding options were granted under a sub-plan of the Company’s Third
Amended and Restated Non-executive Employee Stock Option Plan (the “NEEP Plan”). For a
description of the material features of the NEEP Plan, see “Note 18—Stock-based Compensation” in
the notes to the consolidated financial statements included in Item 8. As of July 20, 2006, the
Company does not grant equity awards from the NEEP or from any other non-security holder
approved equity compensation plan.