filings.toolsItem 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
4K characters. Original on sec.gov · Markdown
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Information concerning security ownership of certain beneficial owners and management required by this item is incorporated by reference to the material appearing under the headings “Security Ownership of Certain Beneficial Owners” and “Security Ownership of Directors and Executive Officers” in our Proxy Statement for the 2018 Annual Meeting of Shareholders.
Securities Authorized for Issuance Under Equity Compensation Plans
The following table provides information as of December 31, 2017 with respect to shares of our common stock that may be issued under the MPC 2012 Plan and the MPC 2011 Plan:
| Plan category | Number of securities to be issued upon exercise of outstanding options, warrants and rights(a) | Weighted-average exercise price of outstanding options, warrants and rights(b) | Number of securities remaining available for future issuance under equity compensation plans(c) | ||||||
| Equity compensation plans approved by stockholders | 8,958,247 | $ | 33.74 | 41,355,420 | |||||
| Equity compensation plan not approved by stockholders | — | — | — | ||||||
| Total | 8,958,247 | N/A | 41,355,420 |
(a) Includes the following:
| 1) | 8,465,398 stock options granted pursuant to the MPC 2012 Plan and the MPC 2011 Plan and not forfeited, cancelled or expired as of December 31, 2017. |
| 2) | 285,164 restricted stock units granted pursuant to the MPC 2012 Plan and the MPC 2011 Plan for shares unissued and not forfeited, cancelled or expired as of December 31, 2017. |
| 3) | 207,685 shares as the maximum potential number of shares that could be issued in settlement of performance units outstanding as of December 31, 2017 pursuant to the MPC 2012 Plan, based on the closing price of our common stock on December 29, 2017 of $65.98 per share. The number of shares reported for this award vehicle may overstate dilution. See Note 23 for more information on performance unit awards granted under the MPC 2012 Plan. |
In addition to the awards reported above, 1,188,662 shares of restricted stock have been issued pursuant to the MPC 2012 Plan and were outstanding as of December 31, 2017.
| (b) | Restricted stock, restricted stock units and performance units are not taken into account in the weighted-average exercise price as such awards have no exercise price. |
| (c) | Reflects the shares available for issuance pursuant to the MPC 2012 Plan. All granting authority under the MPC 2011 Plan was revoked following the approval of the MPC 2012 Plan by shareholders on April 25, 2012. No more than 16,688,380 of the shares reported in this column may be issued for awards other than stock options or stock appreciation rights. The number of shares reported in this column assumes 207,685 as the maximum potential number of shares that could be issued pursuant to the MPC 2012 Plan in settlement of performance units outstanding as of December 31, 2017, based on the closing price of our common stock on December 29, 2017, of $65.98 per share. The number of shares assumed for this award vehicle may understate the number of shares available for issuance pursuant to the MPC 2012 Plan. See Note 23 for more information on performance unit awards granted pursuant to the MPC 2012 Plan. Shares related to grants made pursuant to the MPC 2012 Plan that are forfeited, cancelled or expire unexercised become immediately available for issuance under the MPC 2012 Plan. |
Previous: Item 11. Executive Compensation · Next: Item 13. Certain Relationships and Related Transactions, and Director Independence