A Dark Vector Cognition product

Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

2K characters. Original on sec.gov · Markdown

Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Incorporated by reference to our definitive proxy statement for our 2024 annual meeting of stockholders, which will be filed no later than 120 days after December 31, 2023.

Equity Compensation Plan Information

The following table summarizes information about the Incentive Compensation Plan as of December 31, 2023. All outstanding awards shown in the table below relate to our Class B common stock.

Plan categoryNumber of securities to be issued upon exercise of outstanding options, warrants and rights (Column A)Weighted-average exercise price of outstanding options, warrants and rightsNumber of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column A)
Equity compensation plans approved by security holders(1)3,697,498$57.254,325,695
Equity compensation plans not approved by security holders—N/A—
Total3,697,498$57.254,325,695

(1)Under the Incentive Compensation Plan, we may issue RSUs, DSUs, PSUs and stock options. The number of securities to be issued upon exercise of outstanding awards includes 1,279,121 RSUs and DSUs, 880,125 PSUs (assuming the target award is met) and 1,538,252 options outstanding as of December 31, 2023. See Part II—Item 8 Financial Statements and Supplementary Data, Note 16, "Share-Based Payments" for further discussion. Outstanding RSUs, DSUs

and PSUs do not have exercise prices and therefore have been disregarded for purposes of calculating the weighted-average exercise price.

Previous: Item 11. EXECUTIVE COMPENSATION · Next: Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE