12.

STOCKHOLDERS’ EQUITY

Preferred Stock

May

31,

2019

and

August

31,

2018,

there were

10,000,000

shares of preferred stock (

$0.01

par value per share) authorized, of which

shares were issued and outstanding. FactSet’s Board of Directors

may

from time to time authorize the issuance of

one

or more series of preferred stock and, in connection with the creation of such series, determine the characteristics of each such series including, without limitation, the preference and relative, participating, optional or other special rights, and the qualifications, limitations or restrictions of the series.

Common Stock

May

31,

2019

and

August

31,

2018,

there were

150,000,000

shares of common stock (

$0.01

par value per share) authorized, of which

39,982,823

and

39,264,849

shares were issued, respectively. The authorized shares of common stock are issuable for any proper corporate purpose, including future stock splits, stock dividends, acquisitions, raising equity capital or to adopt additional employee benefit plans.

Treasury Stock

January 31, 2018,

FactSet retired

13,292,689

shares of treasury stock. These retired shares are now included in the Company’s pool of authorized but unissued shares. The retired treasury stock was initially recorded using the cost method and had a carrying value of

$1.7

billion at

January 31, 2018.

The Company’s accounting policy upon the formal retirement of treasury stock is to deduct its par value from common stock (

$0.1

million), reduce additional paid-in capital ("APIC") by the average amount recorded in APIC when stock was originally issued (

$186.7

million) and any remaining excess of cost as a reduction to retained earnings (

$1.5

billion). As of

May

31,

2019,

and

August

31,

2018,

there were

1,765,060

and

1,072,263

shares of treasury stock (at cost) outstanding, respectively.

Share Repurchase Program

Repurchases will be made from time to time in the open market and privately negotiated transactions, subject to market conditions. For the

three

months ended

May

31,

2019

and

2018,

the Company repurchased

175,000

shares for

$47.6

million and

620,000

shares for

$122.0

million, respectively. For the

nine

months ended

May

31,

2019

and

2018,

the Company repurchased

664,945

shares for

$152.1

million and

1,204,920

shares for

$234.8

million, respectively. As of

May

31,

2019,

$89.6

million remains authorized for future share repurchases.

minimum number of shares to be repurchased has been fixed. There is

timeframe to complete the repurchase program and it is expected that share repurchases will be paid using existing and future cash generated by operations.

June 24, 2019,

the Board of Directors of FactSet approved a

$210.0

million expansion of the existing share repurchase program. Subsequent to this expansion,

$299.6

million is available for future repurchases.

Restricted Stock

Restricted stock awards entitle the holder to shares of common stock as the awards vest over time. During the

first

nine

months of fiscal

2019,

previously granted restricted stock awards of

75,530

shares vested and were included in common stock outstanding as of

May

31,

2019

(recorded net of

27,852

shares repurchased from employees at a cost of

$6.2

million to cover their cost of taxes upon vesting of the restricted stock). During the same comparable period a year ago,

15,063

shares of previously granted restricted stock awards vested and were included in common stock outstanding as of

May

31,

2018

(recorded net of

5,563

shares repurchased from employees at a cost of

$1.0

million to cover their cost of taxes upon vesting of the restricted stock).

Dividends

The Company’s Board of Directors declared the following dividends for the

first

nine

months of fiscal

2019

and

2018

respectively:

Year Ended	Dividends per Share of Common Stock		Record Date	Total $ Amount (in thousands)		Payment Date
Fiscal 2019
First Quarter	$	0.64	November 30, 2018	$	24,372	December 18, 2018
Second Quarter	$	0.64	February 28, 2019	$	24,385	March 19, 2019
Third Quarter	$	0.72	May 31, 2019	$	27,506	June 18, 2019

Fiscal 2018
First Quarter	$	0.56	November 30, 2017	$	21,902	December 19, 2017
Second Quarter	$	0.56	February 28, 2018	$	21,799	March 20, 2018
Third Quarter	$	0.64	May 31, 2018	$	24,566	June 19, 2018

All the above cash dividends were paid from existing cash resources. Future dividend payments will depend on the Company’s earnings, capital requirements, financial condition and other factors considered relevant by the Company and is subject to final determination by the Company’s Board of Directors.