|INTERPUBLIC GROUP OF COMPANIES, INC. filed this Form 10-K on 02/23/2015|
Directors, Executive Officers and Corporate Governance
The information required by this Item is incorporated by reference to the “Election of Directors” section, the “Director Selection Process” section, the “Code of Conduct” section, the “Principal Committees of The Board of Directors” section, the “Audit Committee” section and the “Section 16(a) Beneficial Ownership Reporting Compliance” section of the Proxy Statement for the Annual Meeting of Stockholders to be held on May 21, 2015 (the “Proxy Statement”), except for the description of our Executive Officers, which appears in Part I of this Report on Form 10-K under the heading “Executive Officers of IPG.”
New York Stock Exchange Certification
In 2014, our Chief Executive Officer provided the Annual CEO Certification to the New York Stock Exchange, as required under Section 303A.12(a) of the New York Stock Exchange Listed Company Manual.
The information required by this Item is incorporated by reference to the “Executive Compensation” section, the “Non-Management Director Compensation” section, the “Compensation Discussion and Analysis” section and the “Compensation and Leadership Talent Committee Report” section of the Proxy Statement.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by this Item is incorporated by reference to the “Outstanding Shares and Ownership of Common Stock” section of the Proxy Statement, except for information regarding the shares of common stock to be issued or which may be issued under our equity compensation plans as of December 31, 2014, which is provided in the following table.
Equity Compensation Plan Information
Number of Shares of Common Stock to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (a)1,2,3
Weighted-Average Exercise Price of Outstanding Stock Options (b)
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
Equity Compensation Plans Not Approved by Security Holders
Included a total of 5,866,475 performance-based share awards made under the 2009 and 2014 Performance Incentive Plans representing the target number of shares of Common Stock to be issued to employees following the completion of the 2012-2014 performance period (the “2014 LTIP Share Awards”), the 2013-2015 performance period (the “2015 LTIP Share Awards”) and the 2014-2016 performance period (the “2016 LTIP Share Awards”), respectively. The computation of the weighted-average exercise price in column (b) of this table does not take the 2014 LTIP Share Awards, the 2015 LTIP Share Awards or the 2016 LTIP Share Awards into account.
Included a total of 98,877 restricted share units and performance-based awards (“Share Unit Awards”) which may be settled in shares of Common Stock or cash. The computation of the weighted-average exercise price in column (b) of this table does not take the Share Unit Awards into account. Each Share Unit Award actually settled in cash will increase the number of shares of Common Stock available for issuance shown in column (c).
IPG has issued restricted cash awards ("Performance Cash Awards"), half of which shall be settled in shares of Common Stock and half of which shall be settled in cash. Using the 2014 closing stock price of $20.77, the awards which shall be settled in shares of Common Stock represent rights to an additional 2,721,405 shares. These shares are not included in the table above.
Included (i) 29,045,044 shares of Common Stock available for issuance under the 2014 Performance Incentive Plan, (ii) 12,181,214 shares of Common Stock available for issuance under the Employee Stock Purchase Plan (2006) and (iii) 435,259 shares of Common Stock available for issuance under the 2009 Non-Management Directors’ Stock Incentive Plan.