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Capital Transactions
9 Months Ended
Sep. 30, 2018
Equity [Abstract]  
Capital Transactions

18.Capital Transactions 

 

During the first quarter of each year, the Compensation Committee of the Company’s Board of Directors (the “Committee”) determines whether any shares of the Company’s Class B Common Stock should be issued to J. Frank Harrison, III, in connection with his services for the prior year as Chairman of the Board of Directors and Chief Executive Officer of the Company, pursuant to a performance unit award agreement approved in 2008 (the “Performance Unit Award Agreement”). The Performance Unit Award Agreement expires at the end of 2018, with the final potential award to be issued in the first quarter of 2019 in connection with Mr. Harrison’s services during 2018.

 

As permitted under the terms of the Performance Unit Award Agreement, a number of shares were settled in cash in 2018 and 2017 to satisfy tax withholding obligations in connection with the vesting of the performance units. The remaining number of shares increased the total shares of Class B Common Stock outstanding. A summary of the awards issued in 2018 and 2017 is as follows:

 

 

 

Fiscal Year

 

 

 

2018

 

 

2017

 

Date of approval for award

 

March 6, 2018

 

 

March 7, 2017

 

Fiscal year of service covered by award

 

2017

 

 

2016

 

Shares settled in cash to satisfy tax withholding obligations

 

 

16,504

 

 

 

18,980

 

Increase in Class B Common Stock shares outstanding

 

 

20,296

 

 

 

21,020

 

Total Class B Common Stock awarded

 

 

36,800

 

 

 

40,000

 

 

Compensation expense for the awards issued pursuant to the Performance Unit Award Agreement, recognized on the closing share price of the last trading day prior to the end of the fiscal period, was as follows:

 

 

 

First Three Quarters

 

(in thousands, except share price)

 

2018

 

 

2017

 

Total compensation expense

 

$

4,494

 

 

$

6,473

 

Share price for compensation expense

 

$

182.28

 

 

$

215.75

 

Share price date for compensation expense

 

September 28, 2018

 

 

September 29, 2017

 

 

During the second quarter of 2018, the Committee and the Company’s stockholders approved a long-term performance equity plan (the “Long-Term Performance Equity Plan”), which will compensate J. Frank Harrison, III based on the Company’s performance and will succeed the Performance Unit Award Agreement upon its expiration. Awards granted under the Long-Term Performance Equity Plan will be earned based on the Company’s attainment during a performance period of certain performance measures, each as specified by the Committee. These awards may be settled in cash and/or shares of Class B Common Stock, based on the average of the closing prices of shares of Common Stock during the last twenty trading days of the performance period. Compensation expense for the Long-Term Performance Equity Plan, which is included in S,D&A expenses on the consolidated condensed statements of operations, was $1.5 million for the first three quarters of 2018.