Meritor Acquisition and 2022 Financial Results
Table of Contents
PART III
ITEM 10. Directors, Executive Officers and Corporate Governance
The information required by Item 10 is incorporated by reference to the relevant information under the captions "Corporate Governance" and "Election of Directors" in our
2023 Proxy Statement, which will be filed within 120 days after the end of 2022. Information regarding our executive officers may be found in Part 1 of this annual report under
the caption "Information About Our Executive Officers." Except as otherwise specifically incorporated by reference, our Proxy Statement is not deemed to be filed as part of
this annual report.
ITEM 11. Executive Compensation
The information required by Item 11 is incorporated by reference to the relevant information under the caption "Executive Compensation" in our 2023 Proxy Statement, which
will be filed within 120 days after the end of 2022.
ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Information concerning our equity compensation plans at December 31, 2022, was as follows:
Plan Category
Equity compensation plans approved by security holders
Number of securities to be
issued upon exercise of
outstanding options,
warrants and rights (1)
2,867,675 $
Weighted-average
exercise price of
outstanding options,
warrants and rights (2)
145.57
Number of securities remaining
available for future issuance
under equity compensation
plans (excluding securities
reflected in the first column)
4,539,907
(1) The number is comprised of 2,145,963 stock options, 485,299 performance shares and 236,413 restricted shares. See Note 20, "STOCK INCENTIVE AND STOCK OPTION PLANS," to
the Consolidated Financial Statements for a description of how options and shares are awarded.
(2) The weighted-average exercise price relates only to the 2,145,963 stock options. Performance and restricted shares do not have an exercise price and, therefore, are not included in this
calculation.
We have no equity compensation plans not approved by security holders.
The remaining information required by Item 12 is incorporated by reference to the relevant information under the caption "Stock Ownership of Directors, Management and
Others" in our 2023 Proxy Statement, which will be filed within 120 days after the end of 2022.
ITEM 13. Certain Relationships, Related Transactions and Director Independence
The information required by Item 13 is incorporated by reference to the relevant information under the captions "Corporate Governance" and "Other Information-Related Party
Transactions" in our 2023 Proxy Statement, which will be filed within 120 days after the end of 2022.
ITEM 14. Principal Accounting Fees and Services
The information required by Item 14 is incorporated by reference to the relevant information under the caption "Ratification of Independent Public Accountants" in our 2023
Proxy Statement, which will be filed within 120 days after the end of 2022.
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