Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
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Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The Item 403 of Regulation S-K information required by Item 12 is incorporated herein by reference to FirstEnergy's 2019 Proxy Statement to be filed with the SEC pursuant to Regulation 14A under the Securities and Exchange Act of 1934.
The following table contains information as of December 31, 2018, regarding compensation plans for which shares of FE common stock may be issued.
| 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 | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in First Column) | ||||||||
| Equity compensation plans approved by security holders | 5,996,152 | (2) | $ | 37.75 | (3) | 4,749,792 | (4) | ||||
| Equity compensation plans not approved by security holders(5) | — | N/A | — | ||||||||
| Total | 5,996,152 | $ | 37.75 | 4,749,792 |
(1) This number includes stock-based RSUs originally intended to be issued as shares but that have been converted to be paid in cash.
(2) Represents shares of common stock that could be issued upon exercise of outstanding options granted under the ICP 2007 and ICP 2015. This number also includes 2,432,371 shares subject to outstanding awards of stock based RSUs granted under the ICP 2015 if paid at target for the three outstanding cycles, as well as 2,432,371 additional shares assuming maximum performance metrics are achieved for the 2016-2018, 2017-2019, and 2018-2020 cycles of stock based RSUs, 41,905 outstanding FE Amended and Restated EDCP related shares to be paid in stock and 427,383 shares related to the FE DCPD that will be paid in stock. Cash based RSUs granted under the ICP 2015 are payable only in cash and therefore have not been included in the table, however, as noted above, certain stock-based awards that have been amended to pay in cash. Not reflected in the table are 129,924 stock options related to the AE 2008 Long-Term Incentive Plan and the AE 1998 Long-Term Incentive Plan and 20,558 shares related to the AYE Director's Plan and AYE DCD that will be paid in stock per the election of the recipient.
(3) Only FirstEnergy options were included in the calculation for determining the weighted-average exercise price. The weighted-average exercise price for options outstanding under the AE 2008 Long-Term Incentive Plan and the AE 1998 Long-Term Incentive Plan was $35.45 as of December 31, 2018.
(4) Represents shares available for issuance, assuming maximum performance metrics are achieved (or approximately 7,182,162 available assuming performance at target) for the 2016-2018, 2017-2019, and 2018-2020 cycles of stock-based RSUs, with respect to future awards under the ICP 2015 and future accruals of dividends on awards outstanding under ICP 2015. Additional shares may become available under the ICP 2015 due to cancellations, forfeitures, cash settlements or other similar circumstances with respect to outstanding awards. In addition, nominal amounts of shares may be issued in the future under the AYE Director's Plan and AYE DCD to cover future dividends that may accrue on amounts previously deferred and payable in stock, but new awards are no longer being granted under the Allegheny plans or the ICP 2007.
(5) All equity compensation plans have been approved by security holders.
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