Proctor and Gamble 2014 Annual Report Download - page 80

78 The Procter & Gamble Company
PART III
Item 10. Directors, Executive Officers and Corporate
Governance.
The Board of Directors has determined that the following
members of the Audit Committee are independent and are
Audit Committee financial experts as defined by SEC rules:
Ms. Patricia A. Woertz (Chair) and Mr. Kenneth I. Chenault.
The information required by this item is incorporated by
reference to the following sections of the 2014 Proxy
Statement filed pursuant to Regulation 14A: the section
entitled Election of Directors, up to and including the
subsection entitled Nominees for Election of Directors with
Terms Expiring in 2015, Corporate Governance, up to but
not including the subsection entitled Board Engagement and
Attendance; the section entitled Code of Ethics; and the
section entitled Section 16(a) Beneficial Ownership
Reporting Compliance. Pursuant to Instruction 3 of Item 401
(b) of Regulation S-K, Executive Officers of the Registrant
are reported in Part I of this report.
Item 11. Executive Compensation.
The information required by this item is incorporated by
reference to the following sections of the 2014 Proxy
Statement filed pursuant to Regulation 14A: the portion of
the Corporate Governance section entitled Committees of
the Board and the portion beginning with Director
Compensation up to but not including the section entitled
Security Ownership of Management and Certain Beneficial
Owners.
Item 12. Security Ownership of Certain Beneficial Owners
and Management and Related Stockholder Matters.
The following table gives information about the Company's
common stock that may be issued upon the exercise of
options, warrants and rights under all of the Company's
equity compensation plans as of June 30, 2014. The table
includes the following plans: The Procter & Gamble 1992
Stock Plan; The Procter & Gamble 1992 Stock Plan (Belgian
Version); The Procter & Gamble 1993 Non-Employee
Directors' Stock Plan; The Procter & Gamble Future Shares
Plan; The Procter & Gamble 2001 Stock and Incentive
Compensation Plan; The Procter & Gamble 2003 Non-
Employee Directors' Stock Plan; The Gillette Company 2004
Long-Term Incentive Plan; The Procter & Gamble 2009
Stock and Incentive Compensation Plan; and The Procter &
Gamble 2013 Non-Employee Directors' Stock Plan.
Plan Category
(a)
Number of securities to
be issued upon exercise
of outstanding options,
warrants and rights
(b)
Weighted-
average exercise
price of outstanding
options, warrants and
rights
(c)
Number 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)
Options 280,075,306 $59.8321 (2)
Restricted Stock Units (RSUs) / Performance
Stock Units (PSUs) 10,678,573 N/A (2)
Equity compensation plans not approved by
security holders (3)
Options 11,550,407 57.8818 (4)
GRAND TOTAL 302,304,286 59.7448 (5) 26,684,466
(1) Includes The Procter & Gamble 1992 Stock Plan; The Procter & Gamble 1993 Non-Employee Directors Stock Plan; The Procter &
Gamble 2001 Stock and Incentive Compensation Plan; The Procter & Gamble 2003 Non-Employee Directors Stock Plan; The
Procter & Gamble 2009 Stock and Incentive Compensation Plan; and The Procter & Gamble 2013 Non-Employee Directors' Stock
Plan.
(2) Of the plans listed in (1), only The Procter & Gamble 2009 Stock and Incentive Compensation Plan and The Procter & Gamble
2013 Non- Employee Directors Stock Plan allow for future grants of securities. The maximum number of shares that may be
granted under these plans is 180 million shares. Stock options and stock appreciation rights are counted on a one for one basis
while full value awards (such as RSUs and PSUs) will be counted as 2.88 shares for each share awarded. Total shares available for
future issuance under these plans is 27 million.
(3) Includes The Procter & Gamble 1992 Stock Plan (Belgian version); The Procter & Gamble Future Shares Plan; and The Gillette
Company 2004 Long-Term Incentive Plan.
(4) None of the plans listed in (3) allow for future grants of securities.
(5) Weighted average exercise price of outstanding options only.