ITEM 11. EXECUTIVE COMPENSATION
Information required by this Item 11 will be included under the headings “Board Committees and Membership – Compensation and Human Capital Committee,” “Non-Employee Director Compensation,” “Compensation Discussion and Analysis,” and “Executive Compensation Tables” in our 2022 Proxy Statement. This information from the 2022 Proxy Statement is incorporated by reference into this Form 10-K.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The following table provides information about shares of our common stock that may be issued upon the exercise of options, warrants, and rights under existing equity compensation plans as of our most recent fiscal year ended May 29, 2022.
| | | | | | | | | |
| | | | | | | | Number of Securities |
| | Number of Securities to | | Weighted-Average | | Remaining Available for |
| | be Issued Upon Exercise | | Exercise Price of | | Future Issuance Under |
| | of Outstanding Options, | | Outstanding | | Equity Compensation Plans |
| | Warrants, and Rights | | Options, Warrants, and | | (Excluding Securities |
Plan Category | | (a) | | Rights (b) | | Reflected in Column A) (c) |
Equity compensation plans approved by securityholders | | | 1,398,975 | | $ | 33.36 | | | 7,193,088 |
Equity compensation plans not approved by securityholders | | | N/A | | | N/A | | | N/A |
Total | | | 1,398,975 | | $ | 33.36 | | | 7,193,088 |
| (a) | Includes outstanding stock options, RSUs and performance shares (assuming the target performance payout level) granted under the Amended and Restated Lamb Weston Holdings, Inc. 2016 Stock Plan (the “2016 Stock Plan”). This number also includes shares payable with respect to certain compensation deferred under the Lamb Weston Holdings, Inc. Voluntary Deferred Compensation Plan and the Lamb Weston Holdings, Inc. Directors’ Deferred Compensation Plan. The number of securities to be issued excludes options that were exercised but not settled with our stock transfer agent as of May 29, 2022. |
| (b) | Weighted average exercise price of outstanding stock options only. |
| (c) | Represents shares available for issuance under the 2016 Stock Plan. |
Information related to the security ownership of certain beneficial owners, directors and management will be included in our 2022 Proxy Statement under the heading “Information on Stock Ownership” and is incorporated by reference into this Form 10-K.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Information required by this Item 13 will be included under the headings “Corporate Governance – Director Independence” and “Corporate Governance – Review of Transactions with Related Persons” in our 2022 Proxy Statement. This information from the 2022 Proxy Statement is incorporated by reference into this Form 10-K.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Information required by this Item 14 will be included under the heading “Board Committees and Membership – Audit and Finance Committee” in our 2022 Proxy Statement. This information from the 2022 Proxy Statement is incorporated by reference into this Form 10-K.