What changed in this filing

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Item 2. Unregistered Sales of Equity Securities

2021-05-05 compared with 2020-11-05 · 17 added, 11 removed, 19 unchanged (60% of the section changed)

2 unchanged sentences

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

In July 2020, our Board of Directors increased the authorization under the Company’s existing stock repurchase program by $50.0 million to a total of $300.0 million of common stock that we can repurchase, from time to time, depending on market conditions and other considerations.

The current expiration date on the repurchase authorization is December 31, 2021.

In January 2021, our Board of Directors increased the authorization under its existing stock repurchase program by $100.0 million reflecting an aggregate authorization for share repurchases since the initiation of the program of $500.0 million.

The current expiration date on the repurchase authorization by our Board of Directors is December 31, 2021.

Repurchases occur at the Company’s discretion and the Company may modify, suspend or discontinue the repurchase authorization at any time.

1 unchanged sentence

The amount and timing of future share repurchases, if any, will be made as market and business conditions warrant.

During the nine months ended September 30, 2020, we repurchased 1,164,244 shares of common stock.

At September 30, 2020, there remains $85.0 million available under our share repurchase authorization .

The following table sets forth our share repurchases of common stock and our share repurchases in lieu of taxes, which are not included in the repurchase plan totals as they were approved in conjunction with the restricted share awards, during each period in the third quarter of fiscal 2020:

On March 10, 2021, the Company entered into an accelerated share repurchase (“ASR”) agreement with Morgan Stanley & Co.

LLC (“Morgan Stanley”) to repurchase up to $35.0 million of its outstanding shares of common stock as part of the Company’s share repurchase program.

Under the ASR agreement, the Company received initial delivery of approximately 275,889 shares of common stock, representing approximately 80% of the number of shares of common stock initially underlying the ASR agreement based on the closing price of the common stock of $101.49, on March 9, 2021.

The total number of shares that the Company will repurchase under the ASR program will be based on the volume-weighted average price of the common stock during the term of the ASR agreement, less a discount, and subject to potential adjustments pursuant to the terms and conditions of the ASR agreement.

The final settlement of the share repurchases under the ASR agreement was completed on May 4, 2021 with additional delivery of 45,914 shares of common stock.

The ASR agreement resulted in a total of 321,803 shares repurchased at an average cost of $108.76.

During the three months ended March 31, 2021, 567,255 shares of common stock were repurchased by the Company, which includes the shares delivered from the ASR agreement on March 10, 2021.

At March 31, 2021, there remains $191.9 million available under our share repurchase authorization .

Total Number of

8 unchanged sentences

Share Repurchases

July 1, 2020 – July 31, 2020

August 1, 2020 – August 31, 2020

September 1, 2020 – September 30, 2020

January 1, 2021 – January 31, 2021

February 1, 2021 – February 28, 2021

March 1, 2021 – March 31, 2021

Tax Withholdings