|
Outstanding Equity Awards at Fiscal Year-End Table
Summary
|
S-K 402(f)
requires detail on outstanding equity awards
- By using an
Outstanding Equity Awards at
Fiscal Year-End Table
- Requires disclosures about equity compensation
that is still "at risk"
- Covers options, unvested stock awards and equity
incentive plan awards outstanding as of the end of the fiscal year
- Precursor to this table only covered options and SARs
- For options, must disclose on a grant-by-grant
basis
- Market value
calculations for stock and equity incentive plan awards are based on the product
of the closing
market price of the companys stock at the end of the last completed fiscal year
and the number of shares or units underlying the award
- Use footnote disclosure to provide information on
expiration dates and vesting schedules
- Use footnotes to disclose any transfer otherwise
than for value
New
requirement per
SEC Release 33-8732A
Sep 2006
|
S-K 402(f)
General -
Table
S-K 402(f)(1) |
Detail
S-K 402(f)(2) |
Instructions
to 402(f)(2)
- Instr 1 Transfers other than for value
- Instr 2 Vesting dates
- Instr 3 Computing market values
- Instr 4 Aggregating multiple awards
- Instr 5 Options or /stock awarded
under an
equity incentive plan |
Table - Outstanding Equity Awards at Fiscal Year-End
|
a |
b |
c |
d |
e |
f |
g |
h |
i |
j |
| |
Option Awards |
Stock Awards |
| PEO |
|
|
|
|
|
|
|
|
|
| A |
|
|
|
|
|
|
|
|
|
| B |
|
|
|
|
|
|
|
|
|
SEC Releases
|
Final
release 33-8732 Aug 2006
|
Practice Aids
|
Printable
form of table
|
SEC FAQs
|
S-K
Item 402 FAQs
- These FAQs were last updated 8.08.07
- Supersede old S-K 402 FAQs in 1997 Telephone
Manual
and its March 1999 Supplement
- See S-K 402 FAQs
|
Select Precedent Disclosures 2008
|
SEC
Comment Letters
SEC staff review of 2007 executive pay
disclosures
Sempra
Energy
- SEC rejected streamlined presentation of vesting
schedule information
- SEC
comment letter 8.21.08
- Company
response 9.21.08
- SEC follow-up
comment letter 12.06.08
- Company response 12.14.08
- 2008 Proxy Statement pending - March 2008
Select
Proxy and Other 1934 Act Filings
SEC_CODE_REF_0090001192884
- Notable detail in Footnote (4) with regard to Stock Option Repricing
and Section 409A Payment
- Notable for plain English
- No employment contracts
- Includes information on grant of reinvestment option
- Notable tabular disclosure of Stock Option
vesting provisions and RSU termination provisions following Outstanding Equity
Awards table page 36
- Footnotes that cross-reference CD&A disclosures
- Includes disclosure on discount RSUs
- Note footnote disclosure of value of
unexercised
in-the-money options
for each NEO
- Note disclosure of market value of in-the-money options
for total awards held by each NEO
- Table includes Grant Date column
|
Select Precedent Disclosures 2007
Related Topics
|