Item 5. Market for Registrant’s Common Equity
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Market Information for Common Stock
Our common stock trades on the NASDAQ Global Select Market under the symbol “MEDP”.
Holders of Record
On February 12, 2021, there were approximately 16 shareholders of record of our common stock. Because many of the shares of our common stock are registered in “nominee” or “street” names, we believe that the total number of beneficial owners is considerably higher.
Dividend Policy
We have not paid any dividends to date, nor do we have current plans to pay any cash dividends on our common stock for the foreseeable future and instead intend to retain earnings, if any, for future operations, expansion and debt repayment. However, in the future, subject to the factors described below and our future liquidity and capitalization, we may change this policy and choose to pay dividends.
We are a holding company which does not conduct any business operations of our own. As a result, our ability to pay cash dividends on our common stock is dependent upon cash dividends and distributions and other transfers from our subsidiaries.
In addition, under Delaware law, our Board may declare dividends only to the extent of our surplus (which is defined as total assets at fair market value minus total liabilities, minus statutory capital) or, if there is no surplus, out of our net profits for the then current and/or immediately preceding fiscal year.
Any future determination to declare dividends will be at the discretion of our Board and will take into account:
☐
general economic business conditions;
☐
our net income, financial condition and results of operations;
☐
our capital requirements;
☐
our prospects;
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the ability of our operating subsidiaries to pay dividends and make distributions to us;
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legal restrictions; and
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such other factors as our Board may deem relevant.
Share Repurchases
In the first quarter of 2018, the Board of Directors approved a share repurchase program authorizing up to $50.0 million in share repurchases. In the first quarter of 2020, the Board of Directors approved an increase in the stock repurchase authorization by $50.0 million and in the fourth quarter of 2020, the Board approved an additional authorization up to $150 million. The program may be discontinued or amended at any time without notice.
This table provides certain information with respect to our monthly repurchases of the Company’s common stock during the fourth quarter of fiscal year 2020:
Period
Total Number of Shares Purchased
Average Price Paid per Share
Total Number of Shares Purchased as Part of Publically Announced Plan
Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plan
October 1, 2020, through October 31, 2020
82,400
$
110.91
854,525
$
140,860,999
November 1, 2020, through November 30, 2020
328,570
$
116.55
1,183,095
$
102,565,353
Total
410,970
$
115.42
1,183,095
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All share repurchases were made using cash resources and executed pursuant to established Rule 10b5-1 trading plans. Our share repurchases may occur through open market purchases or negotiated transactions. The above table excludes shares repurchased to settle employee tax withholding related to the vesting of stock awards.
We returned $47.4 million to shareholders in the form of share repurchases in the fourth quarter of fiscal year 2020. Refer to Note 1 – Basis of Presentation of the Notes to Consolidated Financial Statements (Part II, Item 8 of this Form 10-K) for further discussion regarding share repurchases.
Recent Sales of Unregistered Securities
Date
Equity Plan
Number of Stock Options Exercised
Exercise Price
Approximate Aggregate Purchase Price
October 2, 2020
2014 Equity Incentive Plan
1,851
$
14.41
$
26,700
October 2, 2020
2014 Equity Incentive Plan
2,592
16.20
42,000
October 5, 2020
2014 Equity Incentive Plan
400
16.20
6,500
October 9, 2020
2014 Equity Incentive Plan
4,500
16.20
72,900
October 16, 2020
2014 Equity Incentive Plan
3,407
16.20
55,200
October 27, 2020
2014 Equity Incentive Plan
27,555
14.41
397,100
October 27, 2020
2014 Equity Incentive Plan
5,250
16.20
85,100
November 2, 2020
2014 Equity Incentive Plan
500
18.23
9,100
November 4, 2020
2014 Equity Incentive Plan
2,200
14.41
31,700
November 6, 2020
2014 Equity Incentive Plan
1,000
14.41
14,400
November 9, 2020
2014 Equity Incentive Plan
1,370
14.41
19,700
November 25, 2020
2014 Equity Incentive Plan
2,100
14.41
30,300
December 4, 2020
2014 Equity Incentive Plan
300
14.41
4,300
December 9, 2020
2014 Equity Incentive Plan
200
14.41
2,900
December 18, 2020
2014 Equity Incentive Plan
7,407
14.41
106,700
December 21, 2020
2014 Equity Incentive Plan
750
14.41
10,800
December 21, 2020
2014 Equity Incentive Plan
666
16.20
10,800
December 28, 2020
2014 Equity Incentive Plan
9,258
16.20
150,000
Total
71,306
$
1,076,200
All of the forgoing transactions involved issuances of securities to employees of the Company and are exempt from registration pursuant to Rule 701 promulgated under the Securities Act of 1933, as amended, as transactions pursuant to benefit plans and contracts relating to compensation.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
None.
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Stock Performance Graph
The information included under the heading “Stock Performance Graph” is “furnished” and not “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed to be “soliciting material” subject to Regulation 14A or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act of 1934, as amended.
Our common stock is listed for trading on the NASDAQ under the symbol “MEDP.” The Stock Price Performance Graph set forth below compares the cumulative total shareholder return on our common stock for the period from August 11, 2016 through December 31, 2020, with the cumulative total return of the Nasdaq Composite Index and the Nasdaq Health Care Index over the same period. The comparison assumes $100 was invested on August 11, 2016 in the common stock of Medpace Holdings, Inc., in the Nasdaq Composite Index, and in the Nasdaq Health Care Index and assumes reinvestment of dividends, if any. The stock price performance of the following graph is not necessarily indicative of future stock price performance. Information used in the graph was obtained from the Nasdaq Stock Market, a source believed to be reliable, but we are not responsible for any errors or omissions in such information.
Equity Compensation Plan Information
The information required by Part II, Item 5 of the Annual Report on Form 10-K regarding equity compensation plans is incorporated herein by reference to “Part III, Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.”
Item 6. Selected Financial Data
Not applicable.
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