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
Beginning on October 8, 2021, the Company’s common stock is traded on the Nasdaq Global Select Market under the stock symbol “ZD” (previously traded under the stock symbol “JCOM”).
Holders
We had 225 registered stockholders as of March 9, 2022. That number excludes the beneficial owners of shares held in “street” name or held through participants in depositories.
Dividends
We initiated a quarterly cash dividend program in August 2011 with a payment of $0.20 per share of common stock on September 19, 2011. We paid a quarterly cash dividend (which was increased several times) in each subsequent calendar quarter through June 4, 2019.
The following is a summary of each dividend declared during fiscal year 2019:
Declaration Date Dividend per Common Share Record Date Payment Date
February 6, 2019 $ 0.4450 February 25, 2019 March 12, 2019
May 2, 2019 $ 0.4550 May 20, 2019 June 4, 2019
Future dividends are subject to Board approval. Based on the significant number of current investment opportunities within or related to the Company’s portfolio of businesses and the historic and expected returns from prior investments, the Board of Directors suspended dividend payments for the foreseeable future after the June 4, 2019 payment.
Recent Sales of Unregistered Securities
Not applicable.
Issuer Purchases of Equity Securities
Effective February 15, 2012, the Company’s Board of Directors approved a program authorizing the repurchase of up to five million shares of our common stock through February 20, 2013 (the “2012 Program”) which was subsequently extended through February 20, 2021. The Company acquired and subsequently retired 2,126,080 shares during the year ended December 31, 2012.
In July 2016, the Company acquired and subsequently retired 935,231 shares of its common stock in connection with the acquisition of Integrated Global Concepts, Inc. As a result of the purchase of its common stock, the Company’s Board of Directors approved a reduction in the number of shares available for purchase under the 2012 Program by the same amount.
In November 2018 and May 2019, the Company entered into a Rule 10b5-1 trading plan with a broker to facilitate the repurchase program. 600,000 shares were repurchased in 2018 at an aggregate cost of $42.5 million and were subsequently retired in March 2019. During the year ended December 31, 2019, the Company repurchased 197,870 shares at an aggregate cost of $16.0 million which were subsequently retired in the same year. During the year ended December 31, 2020, the Company repurchased 1,140,819 shares at an aggregate cost of $87.5 million which were subsequently retired in the same year. As of December 31, 2020, we had repurchased all of the available shares under the 2012 Program at an aggregated cost of $204.6 million (including an immaterial amount of commission fees). See Note 14 - Stockholders’ Equity of the Notes to Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K, which is incorporated herein by reference.
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On August 6, 2020, the Company’s Board of Directors approved a program authorizing the repurchase of up to ten million shares of our common stock through August 6, 2025 (the “2020 Program”) in addition to the five million shares repurchased under the 2012 Program. During the year ended December 31, 2021 and December 31, 2020, the Company entered into a Rule 10b5-1 trading plan and repurchased 445,711 and 2,490,599 shares, respectively, at an aggregate cost of $47.7 million and $177.8 million, respectively, (including an immaterial amount of commission fees) under the 2020 Program, which were subsequently retired (see Note 14 - Stockholders’ Equity of the Notes to Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K, which is incorporated herein by reference).
As a result of the Company’s share repurchase programs, the number of shares available for purchase is 7,063,690 shares of the Company’s common stock.
The following table details the repurchases that were made under and outside the 2020 Program during the three months ended December 31, 2021:
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 Maximum
Number of
Shares that
May Yet Be
Purchased
Under the Plans or Programs
October 1, 2021 - October 31, 2021 — $ — — 7,509,401
November 1, 2021 - November 30, 2021 — $ — — 7,509,401
December 1, 2021 - December 31, 2021 452,573 $ 107.09 445,711 7,063,690
Total 452,573 445,711 7,063,690
(1) Includes shares surrendered to the Company to pay the exercise price and/or to satisfy tax withholding obligations in connection with employee stock options and/or the vesting of restricted stock issued to employees.
Equity Compensation Plan Information
The following table provides information as of December 31, 2021 regarding shares outstanding and available for issuance under the Company’s existing equity compensation plans:
Plan Category Number of
Securities
to Be
Issued Upon
Exercise of
Outstanding
Options,
Warrants
and Rights
Weighted-Average
Exercise Price of
Outstanding
Options,
Warrants
and Rights
Number of
Securities
Remaining
Available
for Future
Issuance
Under Equity
Compensation
Plans
(Excluding
Securities
Reflected in
Column)
Equity compensation plans approved by security holders 440,574 $ 68.45 3,005,260
Equity compensation plans not approved by security holders — — —
Total 440,574 $ 68.45 3,005,260
The number of securities remaining available for future issuance includes 1,709,569 and 1,295,691 under our 2015 Stock Option Plan and 2001 Employee Stock Purchase Plan, respectively. Refer to Note 15 to the accompanying consolidated financial statements for a description of these Plans.
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Performance Graph
This performance graph and related information shall not be deemed “filed” for purposes of Section 18 of the Exchange Act of 1934, or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act.
The following graph compares the cumulative total stockholder return for the Company, the Nasdaq Computer Index and an index of companies that the Company has selected as its peer group in the digital media and cloud services for business space. The Company completed the separation of Consensus on October 7, 2021. Subsequent to the distribution of Consensus, the Nasdaq Global Select market restated the historical prices of the Company’s common stock for all periods prior to the distribution to exclude the value of Consensus, which is reflected in the tables below.
The Company’s peer group index for 2021 consists of IAC/InterActive Corp., TripAdvisor, Inc., LivePerson, Inc., Zillow Group, Inc., Salesforce.com, Inc., Open Text Corp., Tyler Technologies, Inc. and Roper Technologies Inc. The Company added Roper Technologies Inc. to the peer group index for 2021.
Measurement points are December 31, 2016 and the last trading day in each of the Company’s fiscal quarters through the end of fiscal 2021. The graph assumes that $100 was invested on December 31, 2016 in the Company’s common stock and in each of the indices, and assumes reinvestment of any dividends. The stock price performance on the following graph is not necessarily indicative of future stock price performance. For the purpose of this graph, the historical stock prices of Ziff Davis have been adjusted to reflect the distribution of 80.1% of the shares of Consensus common stock to holders of Ziff Davis (formerly known as J2 Global) common stock, pursuant to which Consensus became an independent company.
Measurement Nasdaq 2021 Peer
Date Ziff Davis Computer Index Group Index
Dec-16 100.00 100.00 100.00
Mar-17 103.46 112.88 113.16
Jun-17 105.36 117.61 120.99
Sep-17 92.13 127.89 126.20
Dec-17 94.02 138.77 135.36
Mar-18 99.27 142.27 153.76
Jun-18 109.17 152.27 171.87
Sep-18 105.10 164.09 190.29
Dec-18 89.16 133.66 164.01
Mar-19 110.76 158.65 191.82
Jun-19 114.11 164.78 192.76
Sep-19 116.47 172.08 187.61
Dec-19 120.01 200.94 204.28
Mar-20 96.95 177.94 178.18
Jun-20 82.72 236.07 231.29
Sep-20 90.07 265.39 310.06
Dec-20 124.87 301.37 305.88
Mar-21 151.97 311.96 297.13
Jun-21 173.60 354.92 330.35
Sep-21 172.46 360.52 340.35
Dec-21 161.30 415.46 324.49
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Item 6. [Reserved]
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