AMFI » Topics » ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

This excerpt taken from the AMFI 10-K filed Mar 15, 2007.

ITEM 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

AND RELATED STOCKHOLDER MATTERS

 

The Proxy Statement and Notice of 2007 Annual Meeting, dated March 15, 2007, are incorporated herein by reference.

 

Equity Compensation Plan Information

 

The following table sets forth information as of the end of the Company’s 2006 fiscal year with respect to all incentive/option plans under which equity securities are authorized for issuance.

 

Plan Category


  

(a)

Number of securities

to be issued upon exercise of

outstanding options,

warrants and rights (1)


  

(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 (2)(3)

   2,067,270    $ 25.87    2,045,307

Equity compensation plans not approved by security holders

   N/A      N/A    N/A
    
  

  

Total

   2,067,270    $ 25.87    2,045,307
    
  

  

(1) Does not include individual options to purchase 4,174 shares as of December 31, 2006, with a weighted average exercise price of $14.27 that were assumed by the Company in acquisitions. Includes options that have not vested and, therefore, are not currently exercisable. See Note 13 – Stock Incentive Plans – of the Notes to Consolidated Financial Statements for additional information on vesting schedules. For purposes of determining diluted shares for earnings per share calculations, only options which are ‘in-the-money’ are included in the calculation. See Note 17 – Earnings Per Share – of the Notes to Consolidated Financial Statements for additional information.
(2)

Includes options granted pursuant to the AMCORE Financial, Inc. 2005 Stock Award and Incentive Plan (SAIP) and previous stock incentive plans. The SAIP provides for the grant of stock options, stock appreciation rights, restricted stock awards, deferred stock, dividend equivalents, stock bonus awards, or performance awards either singly or in combination to employees of the Company or its subsidiaries. The

 

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total shares reserved for issuance is 2.5% of the total shares of the Company’s outstanding common stock on the date of adoption and for each subsequent year the lesser of 425,000 shares or 1.5% of the total shares of the Company’s outstanding common stock as of each January 1. During the five-year term of the SAIP, total shares granted shall not exceed 2,125,000 shares, with a maximum of 550,000 shares granted in any one calendar year. The Company will not reprice any options under the SAIP unless such repricing is authorized by a majority vote of the shareholders. Any shares subject to an award that for any reason expires, is forfeited or is terminated unexercised shall again be available under the SAIP.

(3) The Restricted Stock Plan provides for the issuance of restricted shares. The remaining shares available for grant total 207,912.

 

This excerpt taken from the AMFI 10-K filed Mar 15, 2006.

ITEM 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

AND RELATED STOCKHOLDER MATTERS

 

The Proxy Statement and Notice of 2006 Annual Meeting, dated March 15, 2006, are incorporated herein by reference.

 

Equity Compensation Plan Information

 

The following table sets forth information as of the end of the Company’s 2005 fiscal year with respect to all incentive/option plans under which equity securities are authorized for issuance.

 

Plan Category


  

(a)

Number of securities

to be issued upon exercise of

outstanding options,

warrants and rights (1)


  

(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 (2) (3)

   1,907,631    $ 24.40    1,052,372

Equity compensation plans not approved by security holders

   N/A      N/A    N/A
    
  

  

Total

   1,907,631    $ 24.40    1,052,372
    
  

  

(1) Does not include individual options to purchase 8,935 shares as of December 31, 2005, with a weighted average exercise price of $14.27 that were assumed by the Company in acquisitions. Includes options that have not vested and, therefore, are not currently exercisable. See Note 13 – Stock Incentive Plans – of the Notes to Consolidated Financial Statements for additional information on vesting schedules. For purposes of determining diluted shares for earnings per share calculations, only options which are ‘in-the-money’ are included in the calculation. See Note 17 – Earnings Per Share – of the Notes to Consolidated Financial Statements for additional information.
(2)

Includes options granted pursuant to the AMCORE Financial, Inc. 2005 Stock Award and Incentive Plan (SAIP) and previous stock incentive plans. The SAIP provides for the grant of stock options, stock appreciation rights, restricted stock awards, deferred stock, dividend equivalents, stock bonus awards, or performance awards either singly or in combination to employees of the Company or its subsidiaries. The

 

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total shares reserved for issuance is 2.5% of the total shares of the Company’s outstanding common stock on the date of adoption and for each subsequent year the lesser of 425,000 shares or 1.5% of the total shares of the Company’s outstanding common stock as of each January 1. During the five-year term of the SAIP, total shares granted shall not exceed 2,125,000 shares, with a maximum of 550,000 shares granted in any one calendar year. The Company will not reprice any options under the SAIP unless such repricing is authorized by a majority vote of the shareholders. Any shares subject to an award that for any reason expires, is forfeited or is terminated unexercised shall again be available under the SAIP.

(3) The Restricted Stock Plan provides for the issuance of restricted shares. The remaining shares available for grant total 214,197.

 

EXCERPTS ON THIS PAGE:

10-K
Mar 15, 2007
10-K
Mar 15, 2006
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