At the 2010 Annual Meeting of Stockholders, stockholders of the Company approved the adoption of the Knight Capital Group,
Inc. 2010 Equity Incentive Plan (the “2010 Plan”). On November 16, 2012, subject to approval by the stockholders of the Company, the Board adopted the Amended 2010 Plan to increase the number of authorized shares available for grant
under the 2010 Plan from 10,580,044 to 64,580,044 and amend certain provisions of the 2010 Plan. The Board adopted the Amended 2010 Plan for several important reasons. First, the number of shares available for grant under the 2010 Plan is
insufficient to meet the Company’s anticipated incentive compensation needs over the next few years for current and future employees, officers and directors. As a result of the Company’s recapitalization in August 2012 and the resulting
reduction in the value of a share of Common Stock, the Company will not have sufficient shares available for grant to meet its 2012 annual incentive compensation needs in accordance with its compensation philosophy. A failure to increase the number
of shares of stock under the Amended 2010 Plan would likely require the use of less efficient compensation strategies or result in an inability to pay our executives market rates of compensation, which could compromise the Company’s ability to
retain key members of management. Second, the Board determined that certain terms of the 2010 Plan should be updated to reflect best practices related to Change-In-Control vesting, repricing and annual limits on awards made to non-employee
directors.
This is the material folks are voting on today. This will dilute the stock even more.
