Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth, as of May 31, 2017, certain information concerning the shares of our common stock beneficially owned by (i) each person who is an NEO, (ii) each director, (iii) all executive officers and directors as a group (fourteen persons), and (iv) each person known to us to be the beneficial owner of more than 5% of our common stock.
Name and Address of Beneficial Owner(1)
Amount and Nature of Beneficial Ownership(2)(3)
Percent of Common Stock(3)
Named Executive Officers
David Powers
7,035
*
Thomas A. George
19,996
*
David E. Lafitte
5,534
*
Stefano Caroti
942
*
Andrea O'Donnell
2,094
*
Angel R. Martinez (4)
350,787
1.1%
Directors
John M. Gibbons (5) (6)
29,125
*
Karyn O. Barsa
14,363
*
Nelson C. Chan
5,254
*
Michael F. Devine, III
12,429
*
John G. Perenchio
30,332
*
James E. Quinn (7)
13,860
*
Lauri M. Shanahan (6)
6,179
*
Bonita C. Stewart
9,534
*
All Directors and Executive Officers as a Group (fourteen persons)
507,464
1.5
%
5% Stockholders
Blackrock, Inc. (8)
3,303,169
10.3
%
FMR LLC (9)
2,770,008
8.7
%
Vanguard Group Inc. (10)
2,603,090
8.1
%
Dimensional Fund Advisors LP (11)
2,371,317
7.4
%
Marcato Capital Management LP (12)
1,901,179
5.9
%
*
Percentage of shares beneficially owned does not exceed 1% of our total outstanding common stock.
(1)
The address of each beneficial owner is 250 Coromar Drive, Goleta, California 93117, unless otherwise noted.
(2)
Unless otherwise noted, we believe that each individual or entity named has sole investment and voting power with respect to the shares of our common stock reported as beneficially owned by them, subject to community property laws, where applicable.
(3)
Pursuant to applicable SEC rules, shares not outstanding which are subject to options, warrants, rights or conversion privileges exercisable on or before the date that is 60 days after May 31, 2017 are deemed outstanding for the purpose of calculating the number and percentage owned by a person, but are not deemed outstanding for the purpose of calculating the number and percentage owned by any other person listed.
(4)
The reported amount includes 240,000 SARs that are immediately exercisable.
(5)
The reported amount includes 29,125 shares held by the Gibbons Living Trust as to which Mr. Gibbons has joint voting and investment power.
(6)
The issuance of additional shares previously earned by this director has been deferred until future years pursuant to an election made under our Deferred Stock Unit Compensation Plan. These deferred shares cannot be issued within 60 days of May 31, 2017 and have been excluded from the table.
(7)
The reported amount includes 12,326 shares held in a trust for which Mr. Quinn is the investment advisor. Mr. Quinn has sole investment and voting power with respect to the shares held in the trust.
(8)
This information is based solely on Form 13F filed by our stockholder on May 12, 2017, whose business address is 55 East 52nd Street, New York, NY 10055. BlackRock, Inc., which identifies itself as a parent holding company, has sole voting power with respect to 3,231,305 shares.
(9)
This information is based solely on Form 13F filed by our stockholder on May 11, 2017, whose business address is 245 Summer Street, Boston, MA 02210. FMR LLC has sole voting power with respect to 1,534,246 shares and shared investment power with respect to 2,770,008 shares.
(10)
This information is based solely on Form 13F filed by our stockholder on May 12, 2017, whose business address is PO Box 2600 V26, Valley Forge, PA 19482. Vanguard Group Inc. has sole voting power with respect to 39,917 shares, shared voting power with respect to 3,873 shares, sole investment power with respect to 2,560,886 shares and shared investment power with respect to 42,204 shares.
(11)
This information is based solely on Form 13F filed by our stockholder on May 12, 2017, whose business address is 6300 Bee Cave Road, Building One, Austin, TX 78746. Dimensional Fund Advisors LP has sole voting power with respect to 2,325,608 shares and shared investment power with respect to 2,371,317 shares.
(12)
This information is based solely on Form 13F filed by our stockholder on May 15, 2017, whose business address is 4 Embarcadero Center, Suite 2100, San Francisco, CA 94111. Marcato Capital Management LP has sole investment power with respect to 1,686,294 shares and shared investment power with respect to 214,885 shares.
Equity Compensation Plan Information
The following table sets forth information regarding shares of our common stock that were eligible for issuance under our equity compensation plans as of March 31, 2017.
Plan category
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(3)
Equity compensation plans approved by security holders
933,161
$
42.33
1,170,146
Equity compensation plans not approved by security holders
—
—
—
Total
933,161
$
42.33
1,170,146
(1)
This amount includes shares underlying all equity awards outstanding pursuant to the 2015 Plan and 2006 Plan as of March 31, 2017. For awards subject to performance-based vesting conditions, the amount reported reflects the number of shares to be issued if the "maximum" performance level is achieved. However, we have determined that it is not probable that the "target" or "maximum" performance levels will be achieved for certain awards. Assuming the "target" and/or "maximum" performance levels are not obtained certain outstanding awards, the amount reported in this column would be decreased and the amount shown in the last column would be increased by an equal number of shares.
(2)
This amount reflects the weighted-average exercise price of the outstanding SARs and 2017 LTIP NQSOs, based on the closing price of our common stock on the respective grant dates. This amount does not take into account shares issuable upon the vesting of outstanding RSUs, which have no exercise price.
(3)
This amount reflects the shares reserved for issuance under the 2015 Plan less the number of shares reported in the first column. This amount is subject to increase depending on our achievement with respect to certain performance conditions as discussed in footnote 1 above, and will increase to reflect any shares that are forfeited or otherwise terminated under the 2006 Plan.
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