How Do I Count My Performance Share Awards? Let Me Count the Ways

Wow, there are 16 different ways to count performance share awards! Well, there may not be 16 differentways, but there are 16 different purposes for which a company must count its performance share awards, some of which are the same, butmany of which are different. When a company or compensation committee awards performance shares or performance share units, the number of shares delivered to the participant generally depends upon the degree of satisfaction of the performance goals set forth in the award agreement.

The company must count, track, and disclose the number of performance share awards for the following different purposes, organized in roughly the order in which they arise:

  1. The Stock Incentive Plan’s Overall Authorized Share Reserve
  2. Stock Exchange Rules
  3. Form S-8
  4. The Stock Plan’s Annual Per Participant Share Sub-Limit
  5. Form 4
  6. Form 8-K
  7. Earnings Per Share
  8. ISS Burn Rate Calculations
  9. The Proxy Statement Compensation Discussion and Analysis
  10. Summary Compensation Table
  11. Grants of Plan-Based Awards Table
  12. Outstanding Equity Awards at Fiscal Year-End Table
  13. Stock Vested Table
  14. New Plan Benefits Table
  15. The Equity Compensation Plan Information Table in the Proxy Statement or Form 10-K
  16. Expensing under FASB Topic ASC 718

Of course, a company would be required to count and report other types of equity awards for most of these 16 different purposes, but 100 shares of restricted stock remain for all future reports.

I would need 16 more blog posts to discuss each of these in detail and I am not willing to do that. However, the two most recent issues of The Corporate Executive (the second issue is still in printing) have more detail on each of these 16 purposes.

This information may assist you with compliance or ruin your day. I apologize if it is the latter.