Item 5. Market for Registrant’s Common Equity
Item 5. Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Capital Stock and Dividends
Quad’s authorized capital stock consists of 105.0 million shares of class A stock, 80.0 million shares of class B stock, 20.0 million shares of class C common stock and 0.5 million shares of preferred stock. The Company’s outstanding capital stock as of December 31, 2020, consisted of 40.2 million shares of class A stock, 13.5 million shares of class B stock and no shares of class C common stock or preferred stock. As of January 31, 2021, there were 2,265 record holders of the class A stock and 21 record holders of the class B stock.
The Company’s class A stock is listed on the NYSE under the symbol “QUAD”. The class A stock is entitled to one vote per share. The Company’s class B stock is held by certain members of the Quadracci family or trusts for their benefit (and can only be voluntarily transferred to the Company or to a member of the Quadracci “family group” as defined in the Company’s Articles of Incorporation; and any transfer in violation of the Company’s Articles of Incorporation results in the automatic conversion of such class B stock into class A stock). The class B stock is entitled to ten votes per share. Each share of class B stock may, at the option of the holder, be converted at any time into one share of class A stock. There is no public trading market for the class B stock.
The Company paid quarterly dividends for each class of common stock then outstanding during the year ended December 31, 2019, and during the first quarter of 2020. Due to uncertainty in client demand as a result of the COVID-19 pandemic, the Company’s Board of Directors proactively suspended the Company’s quarterly dividends beginning in the second quarter of 2020.
Pursuant to the Company’s Articles of Incorporation, each outstanding class of common stock has equal rights with respect to cash dividends. Pursuant to the Company’s debt facilities, the Company is subject to limitations on dividends and repurchases of capital stock. If the Company’s Total Net Leverage Ratio is greater than 2.75 to 1.00 (as defined in the Company’s Senior Secured Credit Facility), the Company is prohibited from making greater than $60.0 million of annual dividend payments, capital stock repurchases and certain other payments. If the Total Net Leverage Ratio is less than 2.75 to 1.00, there are no such restrictions. In addition to the foregoing, the Company completed the fourth amendment to its April 28, 2014 Senior Secured Credit Facility on June 29, 2020 (see Note 12. “Debt,” for more details on the amendment), which, among other things, prohibits the Company from repurchasing capital stock and paying cash dividends during the period starting June 29, 2020 and ending September 30, 2021 (the “Covenant Relief Period”), As the Company is in the Covenant Relief Period, and the Company’s Total Net Leverage ratio as of December 31, 2020, was 3.30 to 1.00, the limitations described above are currently applicable.
Securities Authorized For Issuance Under Equity Compensation Plans
See Part III, Item 12, “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters,” of this Annual Report on Form 10-K for certain information regarding the Company’s equity compensation plans.
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Information about the Company’s repurchases of its class A common stock during the three months ended December 31, 2020, was as follows:
Issuer Purchases of Equity Securities
Period Total Number of Shares Purchased (1)
Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1)
Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (2)
October 1, 2020 to October 31, 2020 — — — $ 100,000,000
November 1, 2020 to November 30, 2020 — — — 100,000,000
December 1, 2020 to December 31, 2020 —
— — 100,000,000
Total — —
______________________________
(1) Represents shares of the Company’s class A common stock.
(2) On July 30, 2018, the Company’s Board of Directors authorized a share repurchase program of up to $100.0 million of the Company’s outstanding class A common stock. Under the authorization, share repurchases may be made at the Company’s discretion, from time to time, in the open market and/or in privately negotiated transactions as permitted by federal securities laws and other legal requirements. The timing, manner, price and amount of any repurchase will depend on economic and market conditions, share price, trading volume, applicable legal requirements and other factors. The program may be suspended or discontinued at any time. The Company is currently prohibited from repurchasing capital stock through the Covenant Relief Period, in accordance with the fourth amendment to the April 28, 2014 Senior Secured Credit Facility, completed on June 29, 2020. There were no shares of the Company’s class A stock repurchased during the years December 31, 2020 and 2019 . As of December 31, 2020, there were $100.0 million of authorized repurchases remaining under the program.
Item 6. Selected Financial Data
As a smaller reporting company, the Company is not required to provide the information required by this Item.
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