Nautilus 2015 Annual Report Download - page 67
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Please find page 67 of the 2015 Nautilus annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.Item 9B. Other Information
None.
PART III
Item 10. Directors, Executive Officers and Corporate Governance
The information required by this item will be set forth under the captions Election of Directors , Section 16(a) Beneficial Ownership Reporting Compliance,
Executive Officers, Information Concerning the Board of Directors and Code of Ethics in our Proxy Statement for our 2016 Annual Meeting of Shareholders to be
filed with the SEC by April 29, 2016 (the "2016 Proxy Statement"). If the 2016 Proxy Statement is not filed with the SEC by April 29, 2016, such information will
be included in an amendment to this Annual Report on Form 10-K filed by April 29, 2016.
Item 11. Executive Compensation
The information required by this item will be set forth under the captions Executive Compensation and Director Compensation in our 2016 Proxy Statement. If the
2016 Proxy Statement is not filed with the SEC by April 29, 2016, such information will be included in an amendment to this Annual Report on Form 10-K filed
by April 29, 2016.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Equity Compensation Plan Information
The following table provides information about our equity compensation plan as of December 31, 2015 (shares in thousands):
Plan Category
Number of securities
to be issued upon exercise
of outstanding options,
warrants and rights (1),(2),(3)
(a)
Weighted average
exercise price of
outstanding options,
warrants and rights (4)
(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 797 $ 5.01 4,516
Equity compensation plans not approved by security holders — — —
Total 797 $ 5.01 4,516
(1) Includes 160 PSU awards granted to certain executive officers and management team. The awards vest based on service requirements along with achievement of
certain financial goals established for a three-year performance period, and can range from 60% of the PSU awards if minimum thresholds are achieved to a
maximum of 150%. The 160 PSU shares are calculated at 100% of the target award.
(2) Includes 117 PSU awards granted to a certain executive officer and other management personnel pursuant to the acquisition of Octane (see Note 2 of Notes to
Consolidated Financial Statements). The awards vest based on service requirements along with achievement of certain financial goals established for a three-
year performance period. The 117 PSU shares are calculated at 100% of the target award.
(3) Excludes 110 RSU awards outstanding at December 31, 2015.
(4) Weighted average exercise price shown in column (b) does not take into account the PSU awards included in column (a) of the table.
For further information regarding our equity compensation plan, refer to Note 15, Stock-Based Compensation , to our consolidated financial statements in Part II,
Item 8 of this report.
Beneficial Ownership
The information required by this item is included under the caption Security Ownership of Certain Beneficial Owners and Management in our 2016 Proxy
Statement. If the 2016 Proxy Statement is not filed with the SEC by April 29, 2016, such information will be included in an amendment to this Annual Report on
Form 10-K filed by April 29, 2016.
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