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Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Equity Compensation Plan Information
Shown below is information as of September 30, 2012, with respect to the shares of common stock that may be issued under Cabot Microelectronics’ existing equity compensation plans.
(c) (a) Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights 5,314,202(2) — 5,314,202
(2)
(b) Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights $26.75(2) — $26.75
(2)
Plan Category Equity compensation plans approved by security holders(1) Equity compensation plans not approved by security holders Total
Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) 5,750,242(3) — 5,750,242(3)
(1) Equity Compensation plans consist of our Second Amended and Restated Cabot Microelectronics Corporation 2000 Equity Incentive Plan (EIP), as amended and restated September 23, 2008, our 2012 Omnibus Incentive Plan (OIP), and our Employee Stock Purchase Plan (ESPP). As of March 6, 2012, all securities available for future issuance under the EIP were transferred to the OIP and the EIP is no longer available for any future awards. All share amounts in the above table reflect the effect of the leveraged recapitalization with a special cash dividend. See Note 11 of the Notes to the Consolidated Financial Statements for more information regarding our equity compensation plans. (2) Column (a) includes 71,781 shares that non-employee directors, who defer their compensation under our Directors’ Deferred Compensation Plan, have the right to acquire pursuant thereto, and 108,795 shares that non-employee directors and non-U.S. employees have the right to acquire upon the vesting of the equivalent restricted stock units that they have been awarded under our equity incentive plan. Column (b) excludes both of these from the weighted-average exercise price. (3) Column (c) includes 814,625 shares available for future issuance under the ESPP.
The other information required by Item 12 of Form 10-K is incorporated by reference from the information contained in the section captioned “Stock Ownership” in the Proxy Statement.
Item 14. Principal Accountant Fees and Services
The information required by Item 14 of Form 10-K is incorporated by reference from the information contained in the section captioned “Fees of Independent Auditors and Audit Committee Report” in the Proxy Statement.
Item 13. Certain Relationships and Related Transactions and Director Independence
The information required by Item 13 of Form 10-K is incorporated by reference from the information contained in the section captioned “Certain Relationships and Related Transactions” in the Proxy Statement.
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