Equitable Holdings, Inc.
For the period ended May 21, 2025. Filed Apr 4, 2025.
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May 21, 2025 · Filed Apr 4, 2025
Contents
Key Data
The Board recognizes that the approval of this Proposal 5 will result in additional shares of Holdings’ common stock (or, as used in this proposal, “shares”) becoming available for issuance under the A&R Plan, and dilution or “overhang” for stockholders. As commonly calculated, the potential overhang resulting from the approval of the proposal would be approximately 10.51%. This overhang is calculated as follows as of March 24, 2025:
| Overhang | |
|---|---|
| (a) Share reserve increase subject to stockholder approval | 14,500,000 |
| (b) Shares underlying awards outstanding under the Plan prior to March 24, 2025 | 4,714,115 |
| (c) Shares currently available for future issuances | 13,025,421 |
| (d) Total shares requested, underlying or available for awards (a+b+c) | 32,239,536 |
| (e) Total shares of Holdings’ common stock outstanding | 306,828,703 |
| (f) Basic diluted overhang (d/e) | 10.51% |
The following table includes information regarding the outstanding awards and shares available for future issuance under the existing Plan as of March 24, 2025 (as if the A&R Plan is not approved under this proposal):
| Plan | |
|---|---|
| Total shares underlying outstanding stock options(1) | 972,198 |
| Weighted average exercise price of outstanding stock options | $22.36 |
| Weighted average remaining contractual life of outstanding stock options | Approx. 5 years. |
| Total shares subject to outstanding, unvested full-value awards(2) | 3,741,917 |
| Total shares currently available for grant | 13,025,421 |
| (1) | For the purposes of this table, the number of securities remaining available for future issuance has been calculated assuming that any equity awards subject to performance-based vesting criteria which are being added to the Plan are earned based on performance at 100% of target. The Company did not have any stock appreciation rights outstanding as of March 24, 2025. |
| (2) | Full-value awards include restricted stock, time-vested restricted stock units and performance-vested restricted stock units (counting performance at 100% of target). The 2019 Omnibus Incentive Plan was the Company’s only active equity compensation plan (other than the Stock Purchase Plan, which is a non-qualified Employee Stock Purchase Plan) as of March 24, 2025. |
| Notice of Annual Meeting of Stockholders and 2025 Proxy Statement | 91 |
|---|
Burn Rate. Burn rate, or run rate, refers to how fast a company uses the supply of shares authorized for issuance under its stock incentive plan. The Company’s burn rate for 2024 was 0.63%, calculated by dividing the number of shares subject to awards granted during the year net of forfeitures and cancellations by the weighted average number of shares outstanding during the year.
Total Potential Dilution. Our equity plan dilution rate (or overhang) as of March 24, 2025 was 5.78% (calculated by dividing (1) the number of shares subject to awards outstanding plus the number of shares remaining available for grant under the Plan, by (2) the total number of common shares outstanding). If shareholders approve the A&R Plan, the issuance of 14,500,000 shares under the A&R Plan would increase our total potential dilution rate from 5.78% to 10.51%.
Expected Plan Duration. Based on our historic and projected future use of equity-based compensation, we estimate that the shares requested under the Plan will be sufficient to provide awards for the plan term duration. However, the actual duration of the shares reserve will depend on currently unknown factors, such as the Company’s future stock price, changes in participation, our hiring and promotion activity, future grant practices, award type mix and levels, competitive market practices, acquisitions and divestitures, and the rate of returned shares due to forfeitures, the need to attract, retain and incentivize key talent, and how the Company chooses to balance total compensation between cash and equity-based awards.
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