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Equity Compensation Plan Information Table |
This Table shows information, as of December 31, 2022, regarding shares of NCR common stock authorized for issuance under NCR equity compensation plans, including our Management Stock Plan (in effect through April 25, 2006), our NCR Corporation 2011 Amended and Restated Stock Incentive Plan (in effect through April 24, 2013, the “2011 Stock Plan”), our NCR Corporation 2013 Stock Incentive Plan (in effect through April 30, 2017, the “2013 Stock Plan”), our NCR Corporation 2017 Stock Incentive Plan, as amended, which is our most recently adopted equity compensation plan (the “2017 Stock Plan”), and the equity incentive plan that we assumed in the Cardtronics Acquisition as noted below.
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Equity Compensation Plan Information - 2022 |
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Plan Category |
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Number of securities to be issued upon exercise of outstanding options, warrants and rights |
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Weighted average exercise price of outstanding options, warrants and rights(1) |
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Number of securities remaining available for future issuance under equity compensation plans (excluding securities shown in column a) |
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Equity compensation plans approved by stockholders |
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(a) |
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(b) |
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(c) |
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- Management Stock Plan(2) |
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2,178 |
(3) |
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— |
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— |
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- 2011 Stock Plan(4) |
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4,282 |
(5) |
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— |
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— |
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- 2013 Stock Plan(6) |
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7,438 |
(7) |
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— |
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— |
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- 2017 Stock Plan(8) |
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16,741,747 |
(9) |
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$33.01 |
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7,783,081 |
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Equity compensation plans not approved by stockholders |
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— |
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— |
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— |
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- Cardtronics Stock Plan(10) |
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1,231,811(11) |
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$27.97 |
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1,155,618(12) |
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- Moon, Inc. 2014 Stock Incentive Plan(13) |
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47,474 |
(13) |
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$1.90 |
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— |
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Total |
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18,034,930 |
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$ 32.81 |
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8,938,699 |
(14) |
(1) The weighted average exercise price does not take into account outstanding restricted stock unit (RSU) awards, which have no exercise price.
(2) We adopted the NCR Management Stock Plan with stockholder approval effective January 1, 1997. We terminated the NCR Management Stock Plan as of April 26, 2006, upon stockholder approval of the 2006 Stock Incentive Plan, which we subsequently amended and restated as the 2011 Stock Incentive Plan. However, termination of the NCR Management Stock Plan did not affect awards previously granted and outstanding under its terms.
(3) Outstanding awards consist of 2,178 restricted stock unit awards.
(4) We adopted the 2006 Stock Incentive Plan with stockholder approval effective April 26, 2006. On April 27, 2011, we amended and restated the 2006 Stock Plan as the 2011 Stock Plan. We froze the 2011 Stock Plan effective April 24, 2013, when stockholders approved our 2013 Stock Plan. Previously granted 2011 Stock Plan Awards remain outstanding under their terms.
(5) Outstanding awards consist of 4,282 RSU awards payable at 100%.
(6) Stockholders approved our 2013 Stock Plan on April 24, 2013. We froze the 2013 Stock Plan on May 1, 2017, when our 2017 Stock Plan became effective. Previously granted 2013 Stock Plan awards remain outstanding under their terms.
(7) Outstanding awards consist of 7,438 RSU awards payable at 100%.
(8) Stockholders approved our 2017 Stock Plan on April 26, 2017, and it became effective on May 1, 2017.
(9) Outstanding awards consist of 8,616,450 nonqualified stock options and 8,125,297 RSUs. Earned performance-based awards are shown at the actual level of performance attained and unearned performance awards are shown at target.
(10) In connection with the Cardtronics Acquisition effective June 21, 2021, we assumed the Cardtronics 2007 Stock Plan (the “Cardtronics Stock Plan”) which had been approved by the stockholders of Cardtronics plc but has not been approved by NCR stockholders.
(11) Outstanding awards consist of (i) nonqualified stock options and time-based RSUs awarded under the Cardtronics Stock Plan before the Cardtronics Acquisition, which were converted to NCR equity awards of the same type effective June 21, 2021 in connection with such acquisition, and (ii) time-based and PBRSUs awarded under the NCR Corporation 2021 Equity Retention Program to certain selected former Cardtronics employees who became employed by NCR in the Cardtronics Acquisition. Earned performance-based awards are shown at the actual level of performance attained and unearned performance awards are shown at target.
(12) Shares available for issuance under the Cardtronics Stock Plan, which we assumed in connection with the Cardtronics Acquisition and transferred from the Cardtronics Plan to our 2017 Stock Plan for future issuance thereunder to employees newly hired by NCR or an affiliate on and after June 21, 2021.
(13) Outstanding awards consist of nonqualified stock options and incentive stock options awarded under the Moon Inc., 2014 Stock Incentive Plan before the Moon Inc. Acquisition, which were converted to NCR equity awards of the same type effective January 5, 2022 in connection with such acquisition.
(14) As of December 31, 2022, the outstanding shares of 8.9 million available under the 2017 Stock Plan is not reduced by the number of shares for our outstanding PBRSUs calculated at the maximum performance payout. As of February 28, 2023, the outstanding shares available under the 2017 Plan are 3.5 million shares after accounting for the shares awarded in 2023 and reducing the number of shares for our outstanding PBRSUs calculated at the maximum performance payout.
NCR CORPORATION | 2023 Proxy Statement | 73