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
Market Information
Our common stock is traded on the New York Stock Exchange under the ticker symbol “VMI”.
Holders
As of December 30, 2023, we had approximately 57,128 shareholders of common stock.
Dividends
Cash dividends on our common stock are paid quarterly. We paid a total of $49.5 million and $45.8 million in dividends in fiscal 2023 and 2022, respectively. The Board of Directors determines whether to declare dividends, the timing, and the amount based on financial condition and other factors it deems relevant. We currently expect that dividends comparable to those paid historically will continue to be paid in the future.
Purchase of Equity Securities By the Issuer and Affiliated Purchasers
Total Number of
Shares Purchased
Approximate Dollar
Total
as Part of
Value of
Number
Average
Publicly
Shares that May Yet
of Shares
Price Paid
Announced Plans
Be Purchased
Period
Purchased
per Share
or Programs
Under the Program (1)
October 1, 2023 to October 28, 2023
—
$
—
—
$
314,724,000
October 29, 2023 to December 2, 2023
Non-Accelerated Share Repurchase
240,120
211.69
240,120
263,883,000
November 2023 Accelerated Share Repurchase (2)
438,917
(2)
438,917
143,883,000
December 3, 2023 to December 30, 2023
35,000
222.11
35,000
136,108,000
Total
714,037
$
250.15
714,037
$
136,108,000
(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. 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. 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.
(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. as counterparty. The November 2023 ASR was entered into under our previously announced share repurchase program described above. 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. 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.
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. Excise tax accrued for the fiscal year ended December 30, 2023 totaled $2.8 million.
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ITEM 6. [RESERVED]