THQ 2012 Annual Report Download - page 88

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80
PART III
Item 10. Directors, Executive Officers and Corporate Governance
The following information required by Item 10 is incorporated herein by reference from our definitive Proxy Statement for the
2012 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. Executive 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 Stockholder Matters
Securities Authorized for Issuance Under Equity Compensation Plans
Information for our equity compensation plans in effect as of March 31, 2012 is as follows:
(
a
)
(
b
)
(
c
)
Plan Cate
g
or
y
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
E
q
uit
y
com
p
ensation
p
lans a
pp
roved b
y
securit
y
holders 8,639,392 $7.26 11,438,301
E
q
uit
y
com
p
ensation
p
lans not a
pp
roved b
y
securit
y
holders 150,000 (1) $10.45
—
Total 8,789,392 $7.31 11,438,301
_______________________________
(1) Represents the aggregate number of shares of THQ common stock to be issued upon exercise of warrants held by non-employees. For further
information related to these warrants, see "Note 15 — Stock-based Compensation" in the notes to the consolidated financial statements included in Part II
— Item 8. The Company generally does not grant equity awards from any non-security holder approved equity compensation plan. However, on May
25, 2012, we appointed Jason Rubin ("Rubin") as our President and Jason Kay ("Kay") as our Chief Strategy Officer. As inducements to their
employment, both were granted certain stock awards. The stock options and restricted stock units granted to Rubin and Kay were granted outside of a
stockholder-approved plan, pursuant to the “Employment Inducement Awards” exemption of the Nasdaq Listing Rules.
The information required by this Item 12 related to security ownership of certain beneficial owners and management is
incorporated herein by reference to the information in the Proxy Statement under the caption "Security Ownership of Certain
Beneficial Owners and Management."