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Table of Contents
ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
Equity Compensation Plan Information
The number of shares issuable upon exercise of outstanding share-based equity incentives granted to employees and non-
employee directors, as
well as the number of shares remaining available for future issuance, under our equity compensation and equity purchase plans as of
January 31, 2015 are summarized in the following table:
The information required by Item 12 relating to Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters is incorporated herein by reference to the Company's Proxy Statement.
ITEM 13. Certain Relationships and Related Transactions, and Director Independence.
The information required by this item is incorporated herein by reference to the Company’s Proxy Statement. However, the information
included in such Proxy Statement included under the caption entitled “Report of the Audit Committee” shall not be deemed incorporated by
reference in this Form 10-K and shall not otherwise be deemed filed under the Securities Act of 1933, as amended, or under the Exchange Act.
ITEM 14. Principal Accountant Fees and Services.
Information regarding principal accountant fees and services is set forth under the caption “Independent Registered Certified Public
Accounting Firm Fees” in the Company’s Proxy Statement and incorporated by reference herein.
68
Plan category
Number of
shares to
be issued upon
exercise of outstanding
equity-based incentives
Weighted average exercise
price per share
of outstanding
equity-based incentives
Number of shares
remaining available for
future issuance
under equity
compensation plans
Equity compensation plans approved by shareholders for:
Employee equity compensation
589,799
(1)
$
33.97
(2)
2,619,618
(3)
Employee stock purchase
0
508,857
Total
589,799
$
33.97
3,128,475
(1) The total of equity-based incentives outstanding also includes 26,149 units outstanding for non-
employee directors.
(2) Amount represents the weighted average exercise price for the 42,110 outstanding MV Stock-settled SARs, MVOs and stock options. There are 547,689 nonvested restricted
stock awards that do not have an exercise price.
(3) All employee and non-employee director share-based equity incentive awards are issued under the shareholder-approved 2009 Equity Incentive Plan of Tech Data
Corporation.