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 10, 2023, there were approximately 17 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;
• the ability of our operating subsidiaries to pay dividends and make distributions to us;
• legal restrictions; and
• such other factors as our Board may deem relevant.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
Share Repurchases
In 2018, the Board of Directors approved a stock repurchase program which has been amended several times to increase the aggregate amount of the stock repurchase authorization. For the year ended December 31, 2022, the Company repurchased 5,463,244 shares for $800.5 million under this repurchase program. For the year ended December 31, 2021, the Company repurchased 377,783 shares for $62.1 million. For the year ended December 31, 2020, the Company repurchased 1,183,095 shares for $98.3 million. As of June 30, 2022, the Company completed all authorized share repurchases under this repurchase program.
In the fourth quarter of 2022, the Board approved a new stock repurchase program of up to $500.0 million. For the year ended December 31, 2022, the Company repurchased 228,247 shares for $47.2 million under the new repurchase program. As of December 31, 2022, we have remaining authorization of $452.8 million under the new repurchase program.
Repurchases under the share repurchase programs are executed in the open market or negotiated transactions under trading plans established pursuant to Rule 10b5-1. The Company constructively retired the repurchased shares associated with these approved share repurchase programs, except for a small portion which were retained as Treasury Shares on the consolidated statements of shareholders' equity. Retired share repurchase amounts paid in excess of par value are reflected
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within Accumulated deficit/Retained earnings in the Company’s consolidated balance sheets. The repurchase programs may be suspended or discontinued 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 2022:
Period Total Number of Shares Purchased Average Price Paid Per Share Total Number of Shares Purchased as Part of Publically Announce Plan Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plan
November 1, 2022, through November 30, 2022 3,938 $ 198.55 7,028,060 $ 499,218,128
December 1, 2022 through December 31, 2022 224,309 $ 206.82 7,252,369 $ 452,825,870
Total 228,247 $ 206.68 7,252,369
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 $47.2 million to shareholders in the form of share repurchases in the fourth quarter of fiscal year 2022. 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
November 4, 2022 2014 Equity Incentive Plan 37,074 $ 18.23 $ 675,900
Total 37,074 $ 675,900
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.
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 December 31, 2017 through December 31, 2022, 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 December 31, 2017 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
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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. Reserved