H. Stockholders’ Equity

Shares outstanding were 28.9 million, 29.0 million and 28.9 million on March 31, 2019, December 31, 2018 and March 31, 2018, respectively.

Dividends

	Record	Payment
	Date	Date	Amount

Three months ended March 31, 2019	April 16, 2019	April 30, 2019	$	0.02
Three months ended March 31, 2018	March 13, 2018	March 27, 2018	$	0.02

Voting Rights

The holders of 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 one Plan approved by the shareholders, which is 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 Plan 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 7.5 million shares of Class A Stock have been reserved for issuance under the Plan by a committee of the Board of Directors responsible for administering the Plan (“Compensation Committee”). Under the Plan, the committee may grant restricted stock awards (“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.

On January 5, 2018, the Compensation Committee of GBL accelerated the vesting relating to the remaining 19,400 RSAs outstanding at that time. As a result, GBL recorded an incremental $0.2 million of stock-based compensation expense during the first quarter of 2018.

On April 4, 2018, 270,500 RSAs were issued at a grant price of $24.77. On August 7, 2018, 162,450 RSAs were issued at a grant price of $25.16. On September 17, 2018, 5,000 RSAs were issued at a grant price of $25.74. As of March 31, 2019, there were 425,150 of these RSA shares outstanding with a weighted average grant price of $24.93.There were no RSAs outstanding as of March 31, 2018. 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 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 (deficit) on the declaration date.

During the three months ended March 31, 2018, the Company reduced previously recorded tax benefits relating to RSA expense by $0.1 million on RSAs that vested. There were no RSAs that vested for the three months ended March 31, 2019.

For the three months ended March 31, 2019 and March 31, 2018, we recognized stock-based compensation expense of $0.6 million and $0.2 million, respectively.

Actual and projected stock-based compensation expense for RSA shares for the years ended December 31, 2018 through December 31, 2023 is as follows (in thousands):

		2018		2019		2020		2021		2022		2023
	Q1	$	187	$	577	$	577	$	577	$	330	$	329
	Q2		354		577		577		426		330		128
	Q3		501		577		577		362		329		43
	Q4		577		577		577		330		329		-
Full Year		$	1,619	$	2,308	$	2,308	$	1,695	$	1,318	$	500

The total compensation costs related to non-vested RSAs not yet recognized is approximately $7.6 million as of March 31, 2019.

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. For the three months ended March 31, 2019, the Company repurchased 126,354 shares at an average price per share of $20.15. At March 31, 2019, the total shares available under the program to be repurchased in the future were 738,456.

Shelf Registration

In April 2018, 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 2021, at which time it may be renewed.