Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. Not Applicable.
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Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. Not Applicable.
PART III
ITEM 10**.** Directors, Executive Officers and Corporate Governance**.** Information required with respect to the Directors of the Company is set forth under the caption "Item I – Election of Directors" in the definitive Proxy Statement for the Company’s 2022 Annual Meeting of Shareholders, to be held October 26, 2022 (the "2022 Proxy Statement"), and is incorporated herein by reference. Information with respect to the executive officers of the Company is included in Part I, Item 1C of this Annual Report on Form 10-K under the caption "Information about our Executive Officers."
The information set forth under the caption "Delinquent Section 16(a) Reports" in the 2022 Proxy Statement is incorporated herein by reference.
The Company has adopted a Global Code of Business Conduct that applies to its Chief Executive Officer, Chief Financial Officer and Controller. The Global Code of Business Conduct is posted on the Company’s investor relations internet website at www.phstock.com under the Corporate Governance page. Any amendment to, or waiver from, a provision of the Company’s Global Code of Business Conduct that applies to its Chief Executive Officer, Chief Financial Officer or Controller will also be posted at www.phstock.com under the Corporate Governance page.
The information set forth under the captions "Board Committees; Committee Charters - Audit Committee" and "Board and Committee Structure - Board Committees; Committee Charters" in the 2022 Proxy Statement is incorporated herein by reference.
ITEM 11. Executive Compensation**.** The information set forth under the captions "Compensation Discussion and Analysis," "Compensation Committee Report," and "Compensation Tables" in the 2022 Proxy Statement is incorporated herein by reference.
ITEM 12**.** Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters**.** The information set forth under the caption "Principal Shareholders" in the 2022 Proxy Statement is incorporated herein by reference.
Equity Compensation Plan Information. The following table sets forth certain information regarding the Company's equity compensation plans as of June 30, 2022, unless otherwise indicated.
| Plan Category | Number of securities to be issued upon exercise of outstanding options, warrants and rights | Weighted-average exercise price of outstanding options, warrants and rights | Number of securities remaining available for future issuance under Equity compensation plans | ||||||||
| Equity compensation plans approved by security holders | 5,218,244(1) | $175.73 | 18,376,570(2) | ||||||||
| Equity compensation plans not approved by security holders | — | — | — | ||||||||
| Total | 5,218,244 | $175.73 | 18,376,570 |
(1)Includes the maximum future payouts of common stock that may be issued under the calendar year 2020-21-22, 2021-22-23 and 2022-23-24 long term incentive performance awards ("LTIP awards"). For these LTIP awards, payouts will be determined based on achieving an average return on average equity of four percent or an average free cash flow margin of four percent. If these performance measures are achieved, the participants will be eligible to receive the maximum payout of 200 percent. The Human Resources and Compensation Committee will then compare our performance to that of a group of our peers and, if appropriate, apply its discretion to reduce the final payouts based on any performance measures that the Committee determines to be appropriate.
(2)The maximum number of shares of our common stock that may be issued under the Amended and Restated 2016 Omnibus Stock Incentive Plan is 23.8 million shares, of which approximately 8.4 million shares are available for future issuance. The maximum number of shares that may be issued under the Global Employee Stock Purchase Plan is 10 million shares, of which approximately 9.9 million shares are still available for future issuance.
ITEM 13**.** Certain Relationships and Related Transactions, and Director Independence**.** The information set forth under the captions "Other Governance Matters - Review and Approval of Transactions with Related Persons" and "Item 1 - Election of Directors - Director Independence" in the 2022 Proxy Statement is incorporated herein by reference.
ITEM 14. Principal Accountant Fees and Services**.** The information set forth under the captions "Audit Fees and All Other Fees" and "Audit Committee Pre-Approval Policies and Procedures" in the 2022 Proxy Statement is incorporated herein by reference.
PART IV
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