Best Buy 2009 Annual Report Download - page 67

(either shares received upon the receipt or exercise of action shall be deemed to impair or otherwise adversely
the award, or shares previously owned by the holder of affect the rights of an holder of an award under the
the option) to satisfy federal and state income tax amended Omnibus Plan.
obligations. What future awards will be granted under the amended
Omnibus Plan?
Section 409A of the Code. The Compensation
Committee will administer and interpret the amended The number and types of awards that will be granted in
Omnibus Plan and all award agreements in a manner the future under the amended Omnibus Plan are not
intended to satisfy the requirements of Section 409A of determinable, as the Compensation Committee will
the Code, so as to minimize the risk of any adverse tax make these determinations in its sole discretion. The
results thereunder to a holder of an award. If any closing price of a share of our common stock as
provision of the amended Omnibus Plan or any award reported on the NYSE on May 1, 2009, was $37.20.
agreement would result in such adverse consequences, No awards granted under the Omnibus Plan before the
the Compensation Committee may amend that provision date of the 2009 Annual Meeting of Shareholders have
or take other reasonably necessary action to minimize been made subject to shareholder approval of the
the participants’ risk of any adverse tax results; no such amended Omnibus Plan.
Equity Compensation Plan Information
The following table provides information about Best Buy common stock that may be issued under our equity
compensation plans as of February 28, 2009:
Securities
Securities to Be Issued Weighted Available
Upon Exercise of Average for Future
Plan Category Outstanding Options Exercise Price(1) Issuance(2)
Equity compensation plans approved by security holders(3) 42,954,756(4) $38.37 10,369,619
Equity compensation plans not approved by security holders(5) 11,250 34.44 NA
Total 42,966,066 $38.37 10,369,619
(1) Includes weighted average exercise price of outstanding stock options only.
(2) Includes 6,249,572 shares of Best Buy common stock which have been reserved for issuance under the ESPP.
(3) Includes the 1994 Full-Time Non-Qualified Stock Option Plan, the 1997 Directors’ Non-Qualified Stock Option Plan, the 1997
Employee Non-Qualified Stock Option Plan and the 2004 Omnibus Stock and Incentive Plan, as amended.
(4) Includes grants of stock options and market-based, performance-based and time-based restricted stock.
(5) Represents non-plan options issued to Mr. Willett in April 2002 in consideration of his service to the Board prior to his
employment with us. The options, which were fully vested upon grant, have an exercise price of $34.44 per share and expire on
April 11, 2012.
awards, and (c) increase the maximum aggregate
Board Voting Recommendation
amount payable annually under performance awards to
Upon the recommendation of management, the Board any employee covered by Code Section 162(m); the
adopted the amendments to the Best Buy Co., Inc. Board recommends to the shareholders that they vote
2004 Omnibus Stock and Incentive Plan (as previously FOR the approval of these amendments.
amended in 2007), which (a) increase the number of
The affirmative vote of the holders of a majority of the
shares of common stock subject to the plan, (b) increase
voting power of the shares of our common stock
the number of shares of common stock subject to grants
present, in person or by proxy, and entitled to vote
of restricted stock, restricted stock units and other stock
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