Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
On April 3, 2023, the Company issued a total of 7,580 unregistered shares of Company common stock to non-employee directors of the Company then serving on the Board of Directors of the Company (or, in the case of non-employee directors who elected to defer receipt of such shares pursuant to the Company's Deferred Compensation Plan for Directors and Officers (the “DCP”), to the DCP trustee), consisting of 758 shares per director. All of these unregistered shares were issued under the Company’s 2009 Non-Employee Director Equity Compensation Plan as partial consideration for such directors’ services during the quarter ended June 30, 2023. The Company issued an additional 425 unregistered shares in the aggregate on April 14, 2023 pursuant to the dividend reinvestment feature of the DCP, to the six non-employee directors who participate in the DCP. These transactions were exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as transactions not involving a public offering.
Issuer Purchases of Equity Securities
Period Total Number of Shares Purchased (a)
Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Share Repurchase Plans or Programs Maximum Number of Shares That May Yet Be Purchased Under Share Repurchase Plans or Programs (b)
Apr. 1 - 30, 2023 12,367 $56.57 — 6,971,019
May 1 - 31, 2023 12,402 $53.96 — 6,971,019
June 1 - 30, 2023 13,220 $51.68 — 6,971,019
Total 37,989 $54.02 — 6,971,019
(a) Represents (i) shares of common stock of the Company purchased with Company “matching contributions” for the accounts of participants in the Company’s 401(k) plans, and (ii) shares of common stock of the Company, if any, tendered to the Company by holders of stock-based compensation awards for the payment of applicable withholding taxes. During the quarter ended June 30, 2023, the Company did not purchase any shares of its common stock pursuant to its publicly announced share repurchase program. Of the 37,989 shares purchased other than through a publicly announced share repurchase program, 37,954 were purchased for the Company's 401(k) plans and 35 were purchased as a result of shares tendered to the Company by holders of stock-based compensation awards.
(b) In September 2008, the Company’s Board of Directors authorized the repurchase of eight million shares of the Company’s common stock. The Company has not repurchased any shares since September 17, 2008. The repurchase program has no expiration date and management would discuss with the Company's Board of Directors any future repurchases under this program.
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