The Hartford 2015 Annual Report Download - page 130

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Item 11. EXECUTIVE COMPENSATION
The information called for by Item 11 will be set forth in the Proxy Statement under the subcaptions “Compensation Discussion and
Analysis”, “Executive Compensation”, “Director Compensation”, “Report of the Compensation and Management Development
Committee”, and “Compensation and Management Development Committee Interlocks and Insider Participation” and is incorporated
herein by reference.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS
Certain of the information called for by Item 12 will be set forth in the Proxy Statement under the caption “Information on Stock
Ownership” and is incorporated herein by reference.
Equity Compensation Plan Information
The following table provides information as of December 31, 2015 about the securities authorized for issuance under the Company’s
equity compensation plans. The Company maintains The Hartford 2005 Incentive Stock Plan (the “2005 Stock Plan”), The Hartford
2010 Incentive Stock Plan (the “2010 Stock Plan”), The Hartford 2014 Incentive Stock Plan (the "2014 Stock Plan") (collectively the
"Stock Plans") and The Hartford Employee Stock Purchase Plan (the “ESPP”). On May 21, 2014, the shareholders of the Company
approved the 2014 Stock Plan, which superseded the earlier plans. Pursuant to the provisions of the 2014 Stock Plan, no additional
shares may be issued from the 2010 Stock Plan. To the extent that any awards under the 2005 Stock Plan and the 2010 Stock Plan are
forfeited, terminated, surrendered, exchanged, expire unexercised or are settled in cash in lieu of stock (including to effect tax
withholding) or for the issuance of a lesser number of shares than the number of shares subject to the award, the shares subject to such
awards (or the relevant portion thereof) shall be available for award under the 2014 Stock Plan and such shares shall be added to the total
number of shares available under the 2014 Stock Plan. For a description of the 2014 Stock Plan and the ESPP, see Note 17 - Stock
Compensation Plans of Notes to Consolidated Financial Statements.
(a) (b) (c)
Number of Securities
to be Issued Upon
Exercise of
Outstanding Options,
Warrants and Rights [1]
Weighted-average
Exercise Price of
Outstanding
Options, Warrants
and Rights [2]
Number of Securities
Remaining
Available for Future
Issuance Under Equity
Compensation Plans
(Excluding Securities
Reflected in
Column (a)) [3]
Equity compensation plans approved by stockholders 10,444,158 $ 33.09 17,030,538
Equity compensation plans not approved by stockholders — — —
Total 10,444,158 $ 33.09 17,030,538
[1] The amount shown in this column includes 3,799,849 outstanding options awarded under the 2005 Stock Plan and the 2010 Stock Plan. The
amount shown in this column includes 5,868,990 outstanding restricted stock units and 775,319 outstanding performance shares at 100% of target
(which excludes 406,979 shares that vested on December 31, 2015, related to the 2013-2015 performance period) as of December 31, 2015 under
the 2010 Stock Plan and the 2014 Stock Plan. The maximum number of performance shares that could be awarded is 1,550,638 (200% of target) if
the Company achieved the highest performance level. Under the 2010 and 2014 Stock Plans, no more than 500,000 shares in the aggregate can be
earned by an individual employee with respect to restricted stock unit and performance share awards made in a single calendar year. As a result,
the number of shares ultimately distributed to an employee with respect to awards made in the same year will be reduced, if necessary, so that the
number does not exceed this limit.
[2] The weighted-average exercise price reflects outstanding options and does not reflect outstanding restricted stock units or performance shares
because they do not have exercise prices.
[3] Of these shares, 4,944,278 remain available for purchase under the ESPP as of December 31, 2015. 12,086,260 shares remain available for
issuance as options, restricted stock units, restricted stock awards or performance shares under the 2014 Stock Plan as of December 31, 2015.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Any information called for by Item 13 will be set forth in the Proxy Statement under the caption and subcaption “Board and
Governance Matters” and “Director Independence” and is incorporated herein by reference.
Item 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
The information called for by Item 14 will be set forth in the Proxy Statement under the caption “Audit Matters” and is incorporated
herein by reference.