Item 5. Market for Registrant’s Common Equity
ITEM 5. MARKET FOR OUR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
The information set forth under the caption "Quarterly Summary" in our annual report, to be delivered to shareholders in connection with the April 22, 2025 Annual Meeting of Shareholders (filed as exhibit 13 to this report on Form 10-K), is incorporated herein by reference.
We maintain a Deferred Compensation and Stock Purchase Plan for Non-Employee Directors (the "Plan") pursuant to which non-employee directors can elect to receive shares of our common stock in lieu of fees otherwise payable to the director for his or her service as a director. A director can elect to receive shares on a current basis or to defer receipt of the shares, in which case the shares are issued to a trust to be held for the account of the director and then generally distributed to the director after his or her retirement from the Board. Pursuant to this Plan, during the fourth quarter of 2024, we issued 278 shares of common stock to non-employee directors on a current basis and 1,459 shares of common stock to the trust for distribution to directors on a deferred basis. These shares were issued on October 1, 2024, representing aggregate fees of $0.05 million. The shares issued on a current basis were issued at a price of $33.35 per share and the shares to be issued on a deferred basis were issued at a price of $30.02 per share, representing 90% of the fair value of the shares on the credit date. The per-share value used was the consolidated closing bid price per share of our common stock as of the date of issuance, as determined in accordance with NASDAQ Marketplace Rules. We issued the shares pursuant to an exemption from registration under Section 4(2) of the Securities Act of 1933 due to the fact that the issuance of the shares was made on a private basis pursuant to the Plan.
ISSUER PURCHASES OF EQUITY SECURITIES
The following table shows certain information relating to purchases of common stock for the three- months ended December 31, 2024:
Period Total Number of
Shares Purchased (1)
Average Price
Paid Per Share Total Number of
Shares Purchased
as Part of a
Publicly
Announced Plan Remaining
Number of
Shares Authorized
for Purchase
Under the Plan (2)
October 2024 — $ — — 1,100,000
November 2024 — — — 1,100,000
December 2024 1,040 37.37 — —
Total 1,040 $ 37.37 — —
(1) December represents shares withheld from the shares that would otherwise have been issued to certain officers in order to satisfy the tax withholding obligations resulting from the vesting of restricted stock.
(2) The share repurchase plan we had in place for 2024 was announced on December 19, 2023, and expired on December 31, 2024. It authorized the repurchase during 2024 of up to 1,100,000 shares of our outstanding common stock.
ITEM 6. [RESERVED]
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