DOUGLAS DYNAMICS INC

The following table shows certain information about the 2010 Stock Plan (the only equity plan under which we can currently grant equity awards), including outstanding awards, as of December 31, 2023:

In setting and recommending to stockholders the number of additional shares to authorize under the 2024 Stock Plan, our Board considered the historical number of equity awards granted under the 2010 Stock Plan, as well as the company’s three-year average burn rate for the preceding three fiscal years as follows:

An additional metric that may be used to measure the cumulative dilutive impact of our equity program is fully diluted overhang (the sum of (1) the number of shares subject to equity awards outstanding, but not exercised or settled, and (2) the number of shares available to be granted, divided by the sum of (1) the total number of our shares of common stock outstanding, (2) the number of shares subject to equity awards outstanding but not exercised or settled, and (3) the number of shares available to be granted. Our approximate overhang as of the December 31, 2023 was 3.26% as a percent of fully-diluted shares of common stock outstanding. If the 2024 Stock Plan had been approved on such date, our approximate potential overhang (as a percent of fully-diluted shares of common stock outstanding) as of that date would have increased to 6.93% and then declined over time.

As of March 1, 2024, there were 22,983,965 shares of our common stock outstanding, and our certificate of incorporation authorized up to 200,000,000 shares of common stock. The closing price of our common stock on the NYSE was $24.62 per share on March 1, 2024.