3 unchanged sentences
On October 26, 2022, our Board increased the authorization to repurchase our common stock by 5.0 million shares to 61.0 million shares.
−Removed: Under this authorization, we have cumulatively repurchased 55.1 million shares at a total cost of $1,765.6 million through January 3, 2023 with 0.7 million shares repurchased at a cost of $21.6 million during the fourth quarter of fiscal 2022.
+Added: Under this authorization, we have cumulatively repurchased 56.5 million shares at a total cost of $1,811.7 million, excluding the excise tax, through January 2, 2024 with 0.3 million shares repurchased at a cost of $9.8 million, excluding the excise tax, during the fourth quarter of fiscal 2023.
Our share repurchase program does not have an expiration date, does not require us to purchase a specific number of shares and may be modified, suspended or terminated at any time.
−Removed: The timing and number of shares repurchased are subject to legal constraints and financial covenants under our credit facility that limit share repurchases based on a defined ratio.
+Added: The timing and number of shares repurchased are subject to legal constraints and financial covenants under our Loan Agreement that limit share repurchases based on a defined ratio.
The following table presents our purchases of our common stock during the fiscal quarter ended January 2, 2024 (in thousands, except per share data):
6 unchanged sentences
Purchased (1)
+Added: per Share (2)
Plans or Programs
Plans or Programs
−Removed: September 28 — November 1, 2022
−Removed: November 2 — November 29, 2022
−Removed: November 30 — January 3, 2023
+Added: October 4 — November 7, 2023
+Added: November 8 — December 5, 2023
+Added: December 6, 2023 — January 2, 2024
(1) The total number of shares purchased includes 15,922 shares withheld upon vesting of restricted share awards to satisfy tax withholding obligations.
−Removed: Our Board declared a quarterly dividend in the second quarter of fiscal 2022 and has declared quarterly dividends since then, following the suspension that began in fiscal 2020 due to the impact of COVID-19 on our business and in conjunction with the terms of our Loan Agreement.
−Removed: Future decisions to pay or to increase or decrease dividends or to repurchase shares are at the discretion of the Board and will be dependent on a number of factors, including limitations pursuant to the terms and conditions of the Loan Agreement and applicable law.
+Added: (2) The dollar value of shares repurchased excludes excise tax due under the Inflation Reduction Act of 2022.
+Added: Following the suspension that began in fiscal 2020 due to the impact of COVID-19 on our business and in conjunction with the terms of our Loan Agreement, our Board declared a quarterly dividend in the second quarter of fiscal 2022 and has declared quarterly dividends since then.
+Added: Future decisions to pay or to increase or decrease dividends or to repurchase shares are at the discretion of the Board and will be dependent on operating performance, financial condition, capital expenditure requirements, limitations on cash distributions pursuant to the terms and conditions of the Loan Agreement and applicable law, and such other factors that the Board considers relevant.
(See Item 1A — Risk Factors — “Our stock price could be adversely affected if we are unable to pay or increase dividends.”)
+Added: During the fiscal quarter ended January 2, 2024, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” (in each case, as defined in Item 408 of Regulation S-K).
Price Performance Graph
10 unchanged sentences
This graph shall not be deemed incorporated by reference by any general statement incorporating by reference this Annual Report on Form 10-K into any filing under the Securities Act of 1933 or under the Securities Exchange Act of 1934, except to the extent that the Company specifically incorporates this information by reference and shall not otherwise be deemed filed under such Acts.
+Added: Shares Authorized for Issuance under Equity Compensation Plans
+Added: The information required by Item 201(d) of Regulation S-K under Item 5 is incorporated by reference to the section entitled “Equity Compensation Plan Information” in our definitive proxy statement for the annual meeting of stockholders expected to be held on May 30, 2024 (the “Proxy Statement”).
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.