Stockholders' Equity

3 Months Ended

Mar. 31, 2013

Stockholders' Equity [Abstract]

Stockholders' Equity

H. Stockholders' Equity

Shares outstanding were 25.7 million on March 31, 2013 and December 31, 2012, and 26.6 million on March 31, 2012.

Dividends

	Payment Date	Record Date	Amount
Three months ended March 31, 2013	March 26, 2013	March 12, 2013	$0.05
Three months ended March 31, 2012	March 27, 2012	March 13, 2012	$0.04

Voting Rights

The holders of Class A Common stock ("Class A Stock") and Class B Common stock ("Class B Stock") have identical rights except that (i) holders of Class A Stock are entitled to one vote per share, while holders of Class B Stock are entitled to ten votes per share on all matters to be voted on by shareholders in general, and (ii) holders of Class A Stock are not eligible to vote on matters relating exclusively to Class B Stock and vice versa.

Stock Award and Incentive Plan

The Company maintains two plans approved by the shareholders, which are designed to provide incentives which will attract and retain individuals key to the success of GAMCO through direct or indirect ownership of our common stock.  Benefits under the Plans may be granted in any one or a combination of stock options, stock appreciation rights, restricted stock, restricted stock units, stock awards, dividend equivalents and other stock or cash based awards.  A maximum of 1.5 million shares of Class A Stock have been reserved for issuance under each of the Plans by a committee of the Board of Directors responsible for administering the Plans ("Compensation Committee").  Under the Plans, the committee may grant restricted stock awards ("RSA") and either incentive or nonqualified stock options with a term not to exceed ten years from the grant date and at an exercise price that the committee may determine.  Options granted under the plans typically vest 75% after three years and 100% after four years from the date of grant and expire after ten years.  RSA shares granted under the Plans typically vest 30% after three years and 100% after five years.

On January 3, 2012, the Company approved the granting of 105,300 RSA shares at a grant date fair value of $43.49 per share.  As of March 31, 2012, there were 375,000 RSA shares outstanding that were previously issued at an average weighted grant price of $45.14.  All grants of the RSA shares were recommended by the Company's Chairman, who did not receive a RSA, and approved by the Compensation Committee.  This expense, net of forfeitures, was recognized over the vesting period for these awards which is 30% over three years from the date of grant and 70% over five years from the date of grant.  During the vesting period, dividends to RSA holders were being held for them until the RSA vesting dates and were forfeited if the grantee was no longer employed by the Company on the vesting dates.  Dividends declared on these RSAs, less estimated forfeitures, were charged to retained earnings on the declaration date.  During November 2012, the Board of Directors accelerated the lapsing of restrictions on all outstanding RSAs resulting in recognition of $10.1 million in stock compensation expense during 2012 that would have been recorded in 2013 through 2016.  There were no RSAs outstanding at either March 31, 2013 or December 31, 2012.

For the three months ended March 31, 2013 and March 31, 2012, we recognized stock-based compensation expense of $15,000 and $0.9 million, respectively.  Actual and projected stock-based compensation expense for RSA shares and options for the years ended December 31, 2012 through December 31, 2015 (based on awards currently issued or granted) is as follows ($ in thousands):

	2012	2013	2014	2015
Q1	$871	$15	$7	$1
Q2	869	15	3	-
Q3	875	15	3	-
Q4	10,968	15	3	-
Full Year	$13,583	$60	$16	$1

The total compensation cost related to non-vested options not yet recognized is approximately $62,000 as of March 31, 2013.  For the three months ended March 31, 2013, proceeds from the exercise of 2,623 stock options were $76,000 resulting in a tax benefit to GAMCO of $16,000.  There were no options exercised in the three month period ended March 31, 2012.

Stock Repurchase Program

In March 1999, GAMCO's Board of Directors established the Stock Repurchase Program to grant management the authority to repurchase shares of our Class A Common Stock.  On February 5, 2013, our Board of Directors authorized an incremental 500,000 shares to be added to the current buyback authorization.  For the three months ended March 31, 2013 and March 31, 2012, the Company repurchased 36,676 shares and 224,733 shares, respectively, at an average price per share of $53.57 and $44.35, respectively.  From the inception of the program through March 31, 2013, 8,520,041 shares have been repurchased at an average price of $41.70 per share.  At March 31, 2013, the total shares available under the program to be repurchased in the future were 614,767.