Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
On October 3, 2023, the Company issued a total of 8,570 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
41
Table of Content
Officers (the “DCP”), to the DCP trustee), consisting of 857 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 December 31, 2023. The Company issued an additional 558 unregistered shares in the aggregate on October 13, 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)
Oct. 1 - 31, 2023 10,443 $53.91 — 6,971,019
Nov. 1 - 30, 2023 11,134 $50.80 — 6,971,019
Dec. 1 - 31, 2023 88,473 $50.50 — 6,971,019
Total 110,050 $50.85 — 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 December 31, 2023, the Company did not purchase any shares of its common stock pursuant to its publicly announced share repurchase program. Of the 110,050 shares purchased other than through a publicly announced share repurchase program, 32,956 were purchased for the Company's 401(k) plans and 77,094 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.
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the is authoritative for anything you rely on.