Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The following table sets forth information about Snap-on’s equity compensation plans at 2015 year end:
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 (excluding securities reflected in column (a)) (c)
Equity compensation plans approved by security holders
3,141,106 (1)
$ 90.81 (2)
5,995,188 (3)
Equity compensation plans not approved by security holders
61,006 (4)
Not Applicable
– (5)
Total
3,202,112
$ 90.81 (2)
5,995,188 (5)
(1)
Includes (i) options to acquire 779,225 shares granted under the 2001 Incentive Stock and Awards Plan (the “2001 Plan”); (ii) options and stock appreciation rights to acquire 2,300,541 shares granted under the 2011 Incentive Stock and Awards Plan (the “2011 Plan,” and collectively with the 2001 Plan, the “Incentive Plans”); and (iii) 61,340 shares represented by deferred share units under the Directors’ Fee Plan. Excludes 63,886 shares issuable in connection with the vesting of restricted stock units and restricted stock under the 2001 Plan, and 382,663 shares issuable in connection with the vesting of performance share awards, restricted stock units and restricted stock under the 2011 Plan. Also excludes shares of common stock that may be issuable under the employee and franchisee stock purchase plans.
(2)
Reflects only the weighted-average exercise price of outstanding stock options and stock appreciation rights granted under the Incentive Plans and does not include shares represented by deferred share units under the Directors’ Fee Plan and shares issuable in connection with the vesting of restricted stock units or performance units under the Incentive Plans for which there are no exercise prices. Also excludes shares of common stock that may be issuable under the employee and franchisee stock purchase plans.
(3)
Includes (i) 5,031,957 shares reserved for issuance under the 2011 Plan; (ii) 155,512 shares reserved for issuance under the Directors’ Fee Plan; and (iii) 807,719 shares reserved for issuance under the employee stock purchase plan. No further awards may be granted under the 2001 Plan.
(4)
Consists of deferred share units under Snap-on’s Deferred Compensation Plan, which allows elected and appointed officers of Snap-on to defer all or a percentage of their respective annual salary and/or incentive compensation. The deferred share units are payable in shares of Snap-on common stock on a one-for-one basis and are calculated at fair market value. Shares of common stock delivered under the Deferred Compensation Plan are previously issued shares reacquired and held by Snap-on.
(5)
The Deferred Compensation Plan provides that Snap-on will make available, as and when required, a sufficient number of shares of common stock to meet the needs of the plan. It further provides that such shares shall be previously issued shares reacquired and held by Snap-on.
The additional information required by Item 12 is contained in Snap-on’s 2016 Proxy Statement in the sections entitled “Executive Compensation,” “Security Ownership of Certain Beneficial Owners and Management,” and “Other Information,” and is incorporated herein by reference.
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