G. Equity

Voting Rights

The holders of Class A Stock and 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 GBL 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 3.5 million shares of Class A Stock have been reserved for issuance under the Plans by a committee of the Board of Directors responsible for administering the Plans (“Compensation Committee”). Under the Plans, the committee may grant RSAs 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.

During 2014 and 2013, the Company issued 158,600 and 576,950 RSAs, respectively, at grant date fair values of $80.23 and $63.82 per share, respectively. There were no RSAs issued during 2015. As of December 31, 2015 and 2014, there were 553,100 RSA shares and 710,750 RSA shares, respectively, outstanding that were issued at an average grant price of $64.02 per share and $67.45 per share, respectively. All grants of RSAs were recommended by the Company's Chairman, who did not receive a RSA, and approved by the Compensation Committee of the Company's Board of Directors. This expense, net of estimated forfeitures, is recognized over the vesting period for these awards which is either (1) 30% over three years from the date of grant and 70% over five years from the date of grant or (2) 30% over three years from the date of grant and 10% each year over years four through ten from the date of grant. During the vesting period, dividends to RSA holders are held for them until the RSA vesting dates and are forfeited if the grantee is no longer employed by the Company on the vesting dates. Dividends declared on these RSAs, less estimated forfeitures, are charged to retained earnings on the declaration date. For RSAs issued by GAMCO prior to the spin-off of AC on November 30, 2015, the Company expenses the portion of the RSAs that correspond to the employee allocation between GAMCO and AC.

During 2015, the Board of Directors accelerated the lapsing of restrictions on the November 2013 grant of RSAs resulting in recognition of $3.5 million in stock compensation expense during 2015 that would have been recorded in 2016 through 2018.

A summary of the stock option and RSA activity for the years ended December 31, 2015 and 2014 is as follows:

	Options					RSAs
									Weighted Average
				Weighted Average					Grant Date
	Shares			Exercise Price		Shares			Fair Value

Outstanding at December 31, 2013	$	66,000		$	42.49		566,950		$	63.93
Granted		-			-		158,600			80.23
Forfeited		-			-		(14,800	)		69.38
Exercised / Vested		(40,000	)		40.94		-			-
Outstanding at December 31, 2014		26,000			44.89		710,750			67.45
Granted		-			-		-			-
Forfeited		-			-		(27,000	)		69.50
Exercised / Vested		(26,000	)		39.55		(130,650	)		81.55
Outstanding at December 31, 2015	$	-		$	-		553,100		$	64.02

Shares available for future issuance at
December 31, 2015	$	1,856,925

At December 31, 2014, there were exercisable outstanding stock options of 23,500. The weighted average exercise price of the exercisable outstanding stock options at December 31, 2014 was $44.80 per share.

The total compensation costs related to non-vested awards not yet recognized is approximately $10.8 million as of December 31, 2015. This will be recognized as expense in the following periods (in thousands):

2016		2017		2018		2019		2020
$	3,569	$	2,492	$	1,685	$	1,348	$	737

2021		2022		2023		2024
$	497	$	300	$	127	$	19

For the years ended December 31, 2015, 2014 and 2013, the Company recorded approximately $9.9 million, $5.3 million and $1.6 million, respectively, in stock based compensation expense which resulted in the recognition of tax benefits of approximately $3.7 million, $2.0 million and $0.6 million, respectively. The $9.9 million for the year ended December 31, 2015, includes $3.5 million in stock compensation expense as a result of accelerating the November 2013 grant of RSAs. There were no comparable accelerations in the years ended December 31, 2014 or 2013.

For the years ended December 31, 2015, 2014 and 2013, the Company received approximately $1.2 million, $1.6 million and $76,000, respectively, from the exercise of stock options which resulted in tax benefits of $0.1 million, $0.3 million and $16,000, respectively.

Stock Repurchase Program

In 1999, the Board of Directors established the Stock Repurchase Program through which the Company has been authorized to purchase up to $9 million of Class A Stock. The Board of Directors authorized additional repurchase of 500,000 shares in February 2013, 500,000 shares in November 2013 and 500,000 shares in August 2015. In 2015, 2014 and 2013, we repurchased 426,628 shares, 414,432 shares and 229,228 shares, respectively, at an average price of $63.85 per share, $78.99 per share and $64.41 per share, respectively (For 2015, 413,228 shares were at an average investment of $64.86 per share prior to the distribution of AC on November 30, 2015 and 13,400 shares were at an average price of $32.56 following the distribution of AC). There remain 582,155 shares available under this program at December 31, 2015. Under the program, the Company has repurchased 9,552,653 shares at an average price of $44.81 per share and an aggregate cost of $428.0 million through December 31, 2015. 9,539,253 of these shares were purchased prior to the spin-off of AC to GBL shareholders. The December 31, 2015 closing prices of GBL and AC shares on the NYSE were $31.04 and $30.50, respectively.

Dividends

During 2015, 2014 and 2013, the Company declared dividends of $0.28 per share, $0.50 per share and $0.72 per share, respectively, to class A and class B shareholders totaling $7.5 million, $12.9 million and $18.7 million, respectively. Under the terms of the RSA agreements, we accrue dividends, less estimated forfeitures, for RSA grantees from the date of grant but these dividends are held for grantees who are not entitled to receive dividends until their awards vest and only if they are still employed by the Company at those dates. As of December 31, 2015 and 2014, dividends accrued on RSAs not yet vested were approximately $0.6 million and $0.6 million, respectively.

Shelf Registration

In April 2015, the SEC declared effective the Company’s “shelf” registration statement on Form S-3 giving the Company the flexibility to sell any combination of senior and subordinate debt securities, convertible debt securities and equity securities (including common and preferred securities) up to a total amount of $500 million. The shelf is available through April 2018, at which time it may be renewed.