A Dark Vector Cognition product

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

3K characters. Original on sec.gov · Markdown

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Other than as set forth below, the information required by this Item will be set forth in the Proxy Statement and is incorporated herein by reference.

Securities Authorized for Issuance Under Equity Compensation Plans

The following table sets forth information regarding securities authorized for issuance under our equity compensation plans as of December 31, 2019.

Plan CategoryNumber 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 (excluding securities reflected in column (a)) (c)
Equity compensation plans approved by security holders (1)1,246,226$49.193,936,268(2)
Equity compensation plans not approved by security holders (3)483,286$35.59—
Total1,729,512$45.393,936,268

(1) Includes our 2017 Stock Option and Incentive Plan and our Amended and Restated 2007 Stock Option and Incentive Plan. Outstanding restricted stock units convert to common stock without the payment of consideration. As of December 31, 2019, 651,443 restricted stock units were outstanding. The weighted-average exercise price of outstanding options as of such date issued under these Plans (excluding restricted stock units) was $49.19. For more information relating to our equity compensation plans, see Note 14 to our consolidated financial statements.

(2) Includes 3,936,268 shares available for future issuance under our 2017 Stock Option and Incentive Plan.

(3) Consists of the following inducement grants made to certain executive officers upon their initial hire by the Company:

•one inducement grant of 499,468 shares of non-qualified stock option awards made to Patrick J. Sullivan in September 2014 (109,468 of which have been exercised as of December 31, 2019);
•one inducement grant of 79,936 non-qualified stock options made to Shacey Petrovic upon being hired by us in February 2015; and
•one inducement grant of 30,511 non-qualified stock options made to Michael Spears (17,161 of which have been exercised as of December 31, 2019) upon being hired by us in July 2015.

These non-qualified stock option awards were granted outside of our Amended and Restated 2007 Stock Option and Incentive Plan in compliance with Nasdaq Listing Rule 5635.

Previous: Item 11. Executive Compensation · Next: Item 13. Certain Relationships and Related Transactions, and Director Independence