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PBG » Topics » ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

These excerpts taken from the PBG 10-K filed Feb 20, 2009.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
 
Securities Authorized for Issuance Under Equity Compensation Plans
 
The table below sets forth certain information as of December 27, 2008, the last day of the fiscal year, for (i) all equity compensation plans previously approved by our shareholders and (ii) all equity compensation plans not previously approved by our shareholders.
                         
            Number of securities
            remaining available for
    Number of securities
   Weighted-average
   future issuance under
    to be issued upon exercise
   exercise price of
   equity compensation plans
    of outstanding options,
   outstanding options,
   (excluding securities
Plan Category   warrants and rights   warrants and rights   reflected in column (a))
    (a)   (b)   (c)
Equity compensation plans approved by security holders
    30,000,777 (1)     24.01       16,407,474  
Equity compensation plans not approved by security holders
    1,403,460 (2)     14.81          
Total
    31,404,237       23.60       16,407,474 (3)
 
 
(1)  The securities reflected in this category are authorized for issuance (i) under exercise of awards granted under the Directors’ Stock Plan and the 2004 Long-Term Incentive Plan and (ii) upon exercise of awards granted prior to May 26, 2004 under the following PBG plans: (A) 1999 Long-Term Incentive Plan; (B) 2000 Long-Term Incentive Plan and (C) 2002 Long-Term Incentive Plan. Effective May 26, 2004, no securities were available for future issuance under the 1999 Long-Term Incentive Plan, the 2000 Long-Term Incentive Plan or the 2002 Long-Term Incentive Plan.
 
(2)  The securities reflected in this category are authorized for issuance upon exercise of awards granted prior to May 26, 2004 under the PBG Stock Incentive Plan (the “SIP”). Effective May 26, 2004, no securities were available for future issuance under the SIP.
 
(3)  The 2004 Long-Term Incentive Plan and the Directors’ Stock Plan, both of which have been approved by our shareholders, are the only equity compensation plans that provide securities remaining available for future issuance.
 
Description of the PBG Stock Incentive Plan
 
Effective May 26, 2004, no securities were available for future issuance under the SIP. The SIP is a non-shareholder approved, broad-based plan that was adopted by our Board of Directors on March 30, 1999. No grants, other than stock option awards, have been made under the SIP. All stock options were granted to select groups of non-management employees with an exercise price equal to the fair market value of our common stock on the grant date. The options generally become exercisable three years from the date of grant and have a ten-year term. At year-end 2008, options covering 1,403,460 shares of our common stock were outstanding under the SIP. The SIP is filed as Exhibit 10.11 to our Annual Report on Form 10-K for the year ended December 25, 1999 and qualifies this summary in its entirety.
 
Security Ownership
 
Information on the number of shares of our common stock beneficially owned by each director, each named executive officer and by all directors and all executive officers as a group is contained under the caption “Ownership of PBG Common Stock – Ownership of Common Stock by Directors and Executive Officers” and information on each beneficial owner of more than 5% of PBG common stock is contained under the caption “Ownership of PBG Common Stock – Stock Ownership of Certain Beneficial Owners” in our Proxy Statement for our 2009 Annual Meeting of Shareholders and is incorporated herein by reference.
 
ITEM 12. SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS


 




Securities
Authorized for Issuance Under Equity Compensation
Plans


 



The table below sets forth certain information as of
December 27, 2008, the last day of the fiscal year, for
(i) all equity compensation plans previously approved by
our shareholders and (ii) all equity compensation plans not
previously approved by our shareholders.





































































































































                         

 

 

 

 

 

 

Number of securities


 

 

 

 

 

 

remaining available for


 

 

Number of securities


 

Weighted-average


 

future issuance under


 

 

to be issued upon exercise


 

exercise price of


 

equity compensation plans


 

 

of outstanding options,


 

outstanding options,


 

(excluding securities


Plan Category

 

warrants and rights

 

warrants and rights

 

reflected in column (a))

 

 

(a)

 

(b)

 

(c)


Equity compensation plans approved by security holders


 

 

30,000,777

(1)


 

 

24.01

 

 

 

16,407,474

 


Equity compensation plans not approved by security holders


 

 

1,403,460

(2)


 

 

14.81

 

 

 

 

 


Total


 

 

31,404,237

 

 

 

23.60

 

 

 

16,407,474

(3)


 






 






























(1) 

 The securities reflected in this
category are authorized for issuance (i) under exercise of
awards granted under the Directors’ Stock Plan and the 2004
Long-Term Incentive Plan and (ii) upon exercise of awards
granted prior to May 26, 2004 under the following PBG
plans: (A) 1999 Long-Term Incentive Plan; (B) 2000
Long-Term Incentive Plan and (C) 2002 Long-Term Incentive
Plan. Effective May 26, 2004, no securities were available
for future issuance under the 1999 Long-Term Incentive Plan, the
2000 Long-Term Incentive Plan or the 2002 Long-Term Incentive
Plan.

 
(2) 

 The securities reflected in this
category are authorized for issuance upon exercise of awards
granted prior to May 26, 2004 under the PBG Stock Incentive
Plan (the “SIP”). Effective May 26, 2004, no
securities were available for future issuance under the SIP.

 
(3) 

 The 2004 Long-Term Incentive Plan
and the Directors’ Stock Plan, both of which have been
approved by our shareholders, are the only equity compensation
plans that provide securities remaining available for future
issuance.



 




Description
of the PBG Stock Incentive Plan


 



Effective May 26, 2004, no securities were available for
future issuance under the SIP. The SIP is a non-shareholder
approved, broad-based plan that was adopted by our Board of
Directors on March 30, 1999. No grants, other than stock
option awards, have been made under the SIP. All stock options
were granted to select groups of non-management employees with
an exercise price equal to the fair market value of our common
stock on the grant date. The options generally become
exercisable three years from the date of grant and have a
ten-year term. At year-end 2008, options covering
1,403,460 shares of our common stock were outstanding under
the SIP. The SIP is filed as Exhibit 10.11 to our Annual
Report on
Form 10-K
for the year ended December 25, 1999 and qualifies this
summary in its entirety.


 




Security
Ownership


 



Information on the number of shares of our common stock
beneficially owned by each director, each named executive
officer and by all directors and all executive officers as a
group is contained under the caption “Ownership of PBG
Common Stock – Ownership of Common Stock by Directors
and Executive Officers” and information on each beneficial
owner of more than 5% of PBG common stock is contained under the
caption “Ownership of PBG Common Stock – Stock
Ownership of Certain Beneficial Owners” in our Proxy
Statement for our 2009 Annual Meeting of Shareholders and is
incorporated herein by reference.


 




These excerpts taken from the PBG 10-K filed Feb 27, 2008.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
 
Information relating to securities authorized for issuance under PBG’s equity compensation plans is contained in our Proxy Statement for our 2008 Annual Meeting of Shareholders under the caption “Executive Compensation — Equity Compensation Plan Information” and is incorporated herein by reference.
 
Information on the number of shares of our common stock beneficially owned by each director, each named executive officer and by all directors and all executive officers as a group is contained under the caption “Ownership of PBG Common Stock – Ownership of Common Stock by Directors and Executive Officers” and information on each beneficial owner of more than 5% of PBG common stock is contained under the caption “Ownership of PBG Common Stock – Stock Ownership of Certain Beneficial Owners” in our Proxy Statement for our 2008 Annual Meeting of Shareholders and is incorporated herein by reference.
 
ITEM 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED STOCKHOLDER MATTERS


 



Information relating to securities authorized for issuance under
PBG’s equity compensation plans is contained in our Proxy
Statement for our 2008 Annual Meeting of Shareholders under the
caption “Executive Compensation — Equity
Compensation Plan Information” and is incorporated herein
by reference.


 



Information on the number of shares of our common stock
beneficially owned by each director, each named executive
officer and by all directors and all executive officers as a
group is contained under the caption “Ownership of PBG
Common Stock – Ownership of Common Stock by Directors
and Executive Officers” and information on each beneficial
owner of more than 5% of PBG common stock is contained under the
caption “Ownership of PBG Common Stock – Stock
Ownership of Certain Beneficial Owners” in our Proxy
Statement for our 2008 Annual Meeting of Shareholders and is
incorporated herein by reference.


 




EXCERPTS ON THIS PAGE:

10-K (2 sections)
Feb 20, 2009
10-K (2 sections)
Feb 27, 2008

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