Item 2. Unregistered Sales of Equity Securities
Item 2.
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Issuer Purchases of Equity Securities
In September 2020, the Company’s board of directors authorized the repurchase of up to $100 million of its common stock, pursuant to a repurchase plan under Rule 10b5-1 of the Securities Act. The share repurchase
program commenced on September 16, 2020, and all shares repurchased under this program were retired. The following table provides information relating to the Company’s repurchase of common stock for the first quarter of 2024. This table excludes
shares repurchased to settle employee tax withholding related to the vesting of stock awards.
Total Number of
Shares
Purchased
Average
Price
Paid
Per share
Total Number of
shares Purchased
as Part of Publicly
Announced
Program
Dollar Value of
Shares That May
Yet Be Purchased
(in millions)
November 1, 2023 – November 26, 2023
-
-
-
$
31.7
November 27, 2023 – December 24, 2023
-
-
-
$
31.7
December 25, 2023 – January 28, 2024
-
-
-
$
31.7
Total
-
Certain lease arrangements include limitations on the amounts of dividends we may pay. Please refer to Note 7 of the condensed consolidated financial statements for information on these limitations.
Item 3.
DEFAULTS UPON SENIOR SECURITIES
Not applicable
Item 4.
MINE SAFETY DISCLOSURES
Not applicable
Item 5.
OTHER INFORMATION
Securities Trading Plans of Directors and Executive Officers
The following officer, as defined in Rule 16a-1(f) of the Exchange Act, adopted a “Rule 10b5-1 trading arrangement,” as defined in Item 408 of Regulation S-K, as follows:
On January 11, 2024 ,
Lucien Bouchard , our Vice President
of Global Sales and Global Sales Engineering, adopted a Rule 10b5-1 trading arrangement, (the “Plan”) providing for the sale of an aggregate of up to 9,000 shares of our common stock granted to Mr. Bouchard under our compensation program. The Plan is intended to satisfy the affirmative defense in Rule 10b5-1(c). The first date that sales of any shares are
permitted to be sold under the Plan was February 12, 2024 . All shares under the Plan have been traded.
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No other officers or directors, as defined in Rule 16a-1(f), adopted and/or terminated a “Rule 10b5-1 trading arrangement”
or a “non-Rule 10b5-1 trading arrangement,” as defined in Item 408 of Regulation S-K, during the last fiscal quarter.
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Table of Contents
Item 6.
EXHIBITS
Incorporated by Reference
Exhibit
Number
Description
Form
Exhibit
Filing Date
Filed or
Furnished
Herewith
31.1
Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
X
31.2
Certification of Interim Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
X
32.1
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
X
32.2
Certification of Interim Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
X
101.INS
Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
X
101.SCH
Inline XBRL Taxonomy Extension Schema Document
X
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document
X
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document
X
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document
X
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document
X
104
Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)
X
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SIGNATURES
Pursuant to the requirements of the Exchange Act, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Photronics, Inc.
(Registrant)
By:
/s/ ERIC RIVERA
ERIC RIVERA
Vice President,
Interim Chief Financial Officer,
Corporate Controller
(Principal Financial Officer
/Principal Accounting Officer)
Date: March 7 , 2024
36
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.