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DTV » Topics » THE DIRECTV GROUP, INC., S&P 500 INDEX AND INDUSTRY PEER GROUP

This excerpt taken from the DTV DEF 14A filed Apr 28, 2006.

THE DIRECTV GROUP, INC., S&P 500 INDEX AND INDUSTRY PEER GROUP

 
   The DIRECTV
Group
   S&P 500
Index
   Peer
Index
2000   100   100   100
2001   67   88   91
2002   47   69   44
2003   72   88   71
2004   73   97   74
2005   61   102   61

31


EQUITY COMPENSATION PLAN INFORMATION

Plan category
   Number of securities to be issued upon exercise of outstanding options, warrants and rights(1)
(a)-
   Weighted average exercise price of outstanding options, warrants and rights(2)
(b)
   Number of securities remaining available for future issuance
(c)
Equity compensation plans approved by security holders(3)   78,714,506   $ 24.52   25,030,152
Equity compensation plans not approved by security holders   0     0   0
  Total   78,714,506   $ 24.52   25,030,152
(1)
More detailed information regarding outstanding option grants and RSU awards is provided in Note 14 of the Notes to the Consolidated Financial Statements in the 2005 Form 10-K which is included in the Annual Report that is being mailed to stockholders with this proxy statement.

(2)
The number of securities to be issued upon exercise of outstanding options, warrants and rights and weighted-average exercise price of awards issued under plans approved by stockholders excludes 7,582,993 RSUs that had not vested as of year-end. RSUs are time-based and Company performance-based awards and do not require any payment by the grantee to the Company.

(3)
Plans adopted prior to the split-off of the Company from GM were approved by GM as the sole stockholder of the Company. The DIRECTV Group, Inc. 2004 Stock Plan was approved by the Company's stockholders at the 2004 Annual Meeting.


CODE OF ETHICS

        The Company has adopted a Code of Ethics and Business Conduct which complies with the requirements of the NYSE and the Company's Code of Ethics applicable to the Chief Executive Officer and Senior Financial Officers which complies with the requirements of Section 406 of the Sarbanes-Oxley Act of 2002. This Code of Ethics may be accessed on the Company's website at www.directv.com. A paper copy of the Code of Ethics may be obtained by contacting the Corporate Secretary as provided on page 38.


CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

        As part of the News Transactions, the Certificate of Incorporation and By-Laws of the Company were amended to provide that the Audit Committee shall have the sole authority to review, consider and pass upon any transaction by the Company and its subsidiaries that the Audit Committee determines is a related party transaction. The process for this review is also discussed in the Audit Committee Charter which may be accessed on the Company's website at www.directv.com. The Audit Committee has adopted policies and procedures for related party transactions. Following the completion of the News Transactions, certain matters involving News Corporation or its subsidiaries have been considered by the Audit Committee. As a result of that review, the Audit Committee approved or ratified several transactions which are described below.

This excerpt taken from the DTV DEF 14A filed Apr 29, 2005.

THE DIRECTV GROUP, INC., S&P 500 INDEX AND INDUSTRY PEER GROUP

 

     The DIRECTV
Group, Inc.
    S&P 500
   

New Industry

Peer Group

   

Old Industry

Peer Group

1999

    100    100    100    100

2000

    72    91    55    59

2001

    48    80    51    55

2002

    33    63    25    28

2003

    52    80    47    49

2004

    52    89    48     

 

27

EXCERPTS ON THIS PAGE:

DEF 14A
Apr 28, 2006
DEF 14A
Apr 29, 2005

RELATED TOPICS for DTV:

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