IPG PHOTONICS CORP 10-K

ITEM 5. MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Our common stock is quoted on the Nasdaq Global Select Market under the symbol "IPGP". As of February 19, 2021, there were 53,533,592 shares of our common stock outstanding held by approximately 31 holders of record, which does not include beneficial owners of common stock whose shares are held in the names of various securities brokers, dealers and registered clearing agencies. Stock Price Performance Graph The following Stock Price Performance Graph and related information includes comparisons required by the SEC. The graph does not constitute "soliciting material" and should not be deemed "filed" or incorporated by reference into any other filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that we specifically incorporate this information by reference into such filing. The following graph presents the cumulative shareholder returns for our Common Stock compared with the S&P 500 Index and the S&P 1500 Composite 1500 / Electronic Equipment Instruments & Components Index. We include the S&P 500 Index because we became a member of this index in 2018. We include the S&P Composite 1500 / Electronic Equipment Instruments & Components Index because outstanding performance stock units awarded to executive officers use this index when comparing total shareholder return and due to our being an index member, industry similarities, our internal use to monitor executive compensation, and the fact that it contains several direct competitors. Base Period 5-Year Cumulative Total Return 12/31/2015 12/31/2016 12/31/2017 12/31/2018 12/31/2019 12/31/2020 IPG Photonics Corporation $ 100.00 $ 110.71 $ 240.16 $ 128.98 $ 161.42 $ 251.00 S&P 500 Index $ 100.00 $ 111.96 $ 136.40 $ 129.31 $ 171.94 $ 203.04 S&P 1500 Composite / Electronic Equipment Instruments & Components Index $ 100.00 $ 129.69 $ 168.06 $ 144.95 $ 195.01 $ 241.56 The above graph represents and compares the value, through December 31, 2020, of a hypothetical investment of $100 made at the closing price on December 31, 2015 in each of (i) our common stock, (ii) S&P 500 Index, and (iii) the S&P 1500 Composite / Electronic Equipment Instruments & Components Index, in each case assuming the reinvestment of dividends. The stock price performance shown in this graph is not necessarily indicative of, and not is intended to suggest, future stock price performance. 30 Table of Contents Dividends We anticipate that we will retain future earnings to support operations, fund acquisitions and to finance the growth and development of our business. Therefore, we do not expect to pay cash dividends in the foreseeable future. Our payment of any future dividends will be at the discretion of our Board of Directors after taking into account any business conditions, any contractual and legal restrictions on our payment of dividends, and our financial condition, operating results, cash needs, growth plans and other factors. In addition, a current agreement with one lender contains a restrictive covenant that prohibits us from paying cash dividends, making any distribution on any class of stock or making stock repurchases if a breach of a financial covenant or an event of default exists or would result from the dividend, distribution or repurchase. Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities There have been no sales of unregistered securities during the past year. Issuer Purchases of Equity Securities The following table shows repurchases of our common stock in the fiscal quarter ended December 31, 2020: Date Total Number of Shares (or Units) Purchased Average Price Paid per Share (or Unit) Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs October 1, 2020 — October 31, 2020 63 (1), (2), (3) $ 195.33 — $ 246,386 November 1, 2020 — November 30, 2020 545 (1), (2), (3) 188.43 — 246,386 December 1, 2020 — December 31, 2020 53 (1), (2), (3) 209.03 — 246,386 Total 661 $ 190.74 — $ 246,386 (1) In 2012, our Board of Directors approved "withhold to cover" as a tax payment method for vesting of restricted stock awards for certain employees. Pursuant to the "withhold to cover" method, we withheld from such employees the shares noted in the table above to cover tax withholding related to the vesting of their awards. For the fourth quarter of 2020, the Company withheld 661 shares at an average price of $190.74. (2) On February 12, 2019, we announced that our Board of Directors authorized the purchase of up to $125 million of IPG common stock (the "February 2019 program") following the completion of our $125 million repurchase program authorized in July 2018. Under the February 2019 program, we are authorized to repurchase shares of common stock in an amount not to exceed the lesser of (a) the number of shares issued to employees and directors under the Company's various employee and director equity compensation and employee stock purchase plans from January 1, 2019 through December 31, 2020 and (b) $125 million, exclusive of any fees, commissions or other expenses. There were no shares purchased in the fourth quarter of 2020 under the February 2019 program. (3) On May 5, 2020, we announced that our Board of Directors authorized the purchase of up to $200 million of IPG common stock (the "May 2020 program"), exclusive of any fees, commissions or other expenses. The May 2020 program is separate from, and in addition to, the repurchases authorized under the February 2019 program. There were no shares purchased in the fourth quarter of 2020 under the May 2020 program. ITEM 6. RESERVED