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
Our common stock is listed on the New York Stock Exchange (“NYSE”) under the symbol “OEC”.
As of February 17, 2023, there were approximately 11 record holders of our common stock, i.e. stockholders directly registered under their name in the Company’s physical share ledger in Luxembourg.
During the fiscal year ended December 31, 2022, we did not sell any equity securities that were not registered under the Securities Act.
From time to time, we may repurchase our common stock in the open market pursuant to programs approved by our Board. See “Stock Repurchase Program” below.
The information required by Item 201(d) of Regulation S-K is incorporated by reference to the Proxy Statement (as defined in Item 10 below) under the heading “ Equity Compensation Plan Information at December 31, 2022 .”
Dividend Policy
In accordance with the Luxembourg Company Law, the general meeting of shareholders has the power to make a resolution on the payment of dividends upon the recommendation of the Board of Directors. In deciding whether to recommend any future dividend, the Board of Directors would take into account any legal or contractual limitation, our actual and anticipated future earnings, cash flows, debt service and capital requirements, our business plans and such other matters as the Board of Directors believes appropriate, in its discretion. Generally, any dividend approved by a general meeting of shareholders would be paid out shortly after the meeting.
Luxembourg withholding tax at a rate of 15% is deducted from dividend payments, subject to certain exemptions and reductions in certain circumstances.
Stock Repurchase Program
On November 3, 2022, our Board of Directors, in line with the respective authorization of the shareholders, resolved in the Company’s annual general meeting of shareholders dated June 30, 2022, approved a stock repurchase program with the authorization to management to purchase up to $50 million of its outstanding common stock. Our stock repurchases may occur through open market purchases or trading plans pursuant to Rule 10b5-1 of the Exchange Act. The amount and timing of specific repurchases are subject to market conditions, applicable legal requirements, the thresholds contained in the above referred shareholder authorization by the Board of Directors, may be restricted by payment capacity under our debt instruments and other factors. The authorization may be suspended or discontinued at any time and does not obligate us to acquire any specific amount of common stock.
We started the purchase of equity securities in December of 2022 which were as follows:
Period Total number of stock purchased Average price paid per stock Total dollar value of stocks purchased as part of publicly announced plans
($ in millions) Maximum approximate dollar value of stocks yet be purchased
($ in millions)
December 1 — 31, 2022
244,032 $ 17.61 $ 4.3 $ 45.7
22
Orion Engineered Carbons S.A
Performance Graph
The performance graph and the information contained in this section is not “soliciting material,” is being furnished, not filed, with the SEC and is not to be incorporated by reference into any of our filings under the Securities Act or the Exchange Act whether made before or after the date hereof and irrespective of any general incorporation language contained in such filing.
The graph below shows the relative investment performance of Orion Engineered Carbons S.A.'s common stock, the S&P Smallcap 600 Index and S&P Small Cap Chemicals Index since December 31, 2017. The graph assumes that $100 was invested on December 31, 2017 and any dividends paid were reinvested at the date of payment. The graph is presented pursuant to SEC rules and is not meant to be an indication of our future performance.
2017 2018 2019 2020 2021 2022
Orion Engineered Carbons S.A. $ 100.00 $ 101.51 $ 80.77 $ 73.01 $ 78.21 $ 76.34
S&P Smallcap 600 100.00 91.52 112.37 125.05 158.59 133.06
S&P Small Cap Chemicals Index 100.00 84.93 98.59 116.93 146.59 125.45
Item 6. Reserved
23
Orion Engineered Carbons S.A