1 unchanged sentence
ISSUER PURCHASES OF EQUITY SECURITIES
−Removed: Our common stock is traded on the New York Stock Exchange under the symbol “VMI”.
−Removed: We had approximately 36,163 shareholders of common stock at December 31, 2022.
−Removed: Issuer Purchases of Equity Securities
+Added: Market Information
+Added: Our common stock is traded on the New York Stock Exchange under the ticker symbol “VMI”.
+Added: As of December 30, 2023, we had approximately 57,128 shareholders of common stock.
+Added: Cash dividends on our common stock are paid quarterly.
+Added: We paid a total of $49.5 million and $45.8 million in dividends in fiscal 2023 and 2022, respectively.
+Added: The Board of Directors determines whether to declare dividends, the timing, and the amount based on financial condition and other factors it deems relevant.
+Added: We currently expect that dividends comparable to those paid historically will continue to be paid in the future.
+Added: Purchase of Equity Securities By the Issuer and Affiliated Purchasers
Total Number of
1 unchanged sentence
Approximate Dollar
−Removed: Value of Maximum
−Removed: Announced Plans
Shares that May Yet
−Removed: Average Price
−Removed: be Purchased under the
−Removed: paid per share
−Removed: September 25, 2022 to October 22, 2022
−Removed: October 23, 2022 to November 26, 2022
−Removed: November 27, 2022 to December 31, 2022
−Removed: (1) On May 13, 2014, we announced a capital allocation philosophy which covered both the quarterly dividend rate as well as a share repurchase program.
+Added: Announced Plans
+Added: Under the Program (1)
+Added: October 1, 2023 to October 28, 2023
+Added: October 29, 2023 to December 2, 2023
+Added: Non-Accelerated Share Repurchase
+Added: November 2023 Accelerated Share Repurchase (2)
+Added: December 3, 2023 to December 30, 2023
+Added: (1) On May 13, 2014, we announced a capital allocation philosophy that covered both the quarterly dividend rate as well as a share repurchase program.
The Board of Directors at that time authorized the purchase of up to $500.0 million of the Company’s outstanding common stock from time to time over twelve months at prevailing market prices, through open market or privately negotiated transactions.
−Removed: On February 24, 2015, and again on October 31, 2018, the Board of Directors authorized additional purchases of up to $250 million of the Company’s outstanding common stock with no stated expiration date bringing total authorization to $1.0 billion.
+Added: On February 24, 2015, and again on October 31, 2018, the Board of Directors authorized additional purchases of up to $250.0 million of the Company’s outstanding common stock with no stated expiration date.
+Added: On February 27, 2023, the Board of Directors increased the amount remaining under the program by an additional $400.0 million, with no stated expiration date, bringing the total authorization to $1,400.0 million.
As of December 30, 2023, we have acquired 7,895,724 shares for approximately $1,263.9 million under this share repurchase program.
−Removed: Subsequent to year end, on February 27, 2023, the Board of Directors increased the amount remaining under the program by an additional $400 million, with no stated expiration date.
+Added: (2) In November 2023, we entered into an accelerated purchase agreement to repurchase $120.0 million of the Company’s outstanding common stock (“November 2023 ASR”) with CitiBank, N.A.
+Added: as counterparty.
+Added: The November 2023 ASR was entered into under our previously announced share repurchase program described above.
+Added: In the fourth quarter of fiscal 2023, the Company pre-paid $120.0 million and received an initial delivery of 438,917 shares of common stock from CitiBank, which represented 75% of the prepayment amount divided by the closing price of $205.05 per share on November 28, 2023.
+Added: The final number of shares to be delivered and the average price paid per share will be based on the daily volume weighted average share price during the term of the November 2023 ASR less a discount, which will be completed during the first quarter of fiscal 2024.
+Added: The Inflation Reduction Act of 2022, which was enacted into law on August 16, 2022, imposed a nondeductible 1% excise tax on the net value of certain stock repurchases made after December 31, 2022.
+Added: Excise tax accrued for the fiscal year ended December 30, 2023 totaled $2.8 million.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.