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Capital Transactions
3 Months Ended
Mar. 31, 2019
Equity [Abstract]  
Capital Transactions

21.Capital Transactions

 

During the first quarter of 2019, J. Frank Harrison, III was eligible to receive shares of the Company’s Class B Common Stock in connection with his services as Chairman of the Board of Directors and Chief Executive Officer of the Company during 2018, pursuant to a ten-year performance unit award agreement approved in 2008 (the “Performance Unit Award Agreement”). The Performance Unit Award Agreement expired at the end of 2018, with the final award issued in the first quarter of 2019.

 

During the first quarter of each year presented, the Compensation Committee of the Company’s Board of Directors (the “Committee”) determined whether any shares of the Company’s Class B Common Stock should be issued to J. Frank Harrison, III pursuant to the Performance Unit Award Agreement in connection with his services for the prior year. As permitted under the terms of the Performance Unit Award Agreement, a number of shares were settled in cash each year 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 2019 and 2018 is as follows:

 

 

 

Fiscal Year

 

 

 

2019

 

 

2018

 

Date of approval for award

 

March 5, 2019

 

 

March 6, 2018

 

Fiscal year of service covered by award

 

2018

 

 

2017

 

Shares settled in cash to satisfy tax withholding obligations

 

 

15,476

 

 

 

16,504

 

Increase in Class B Common Stock shares outstanding

 

 

19,224

 

 

 

20,296

 

Total Class B Common Stock awarded

 

 

34,700

 

 

 

36,800

 

 

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 each fiscal period, was $2.0 million in the first quarter of 2019 and $0.8 million in the first quarter of 2018.

 

In 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. The Long-Term Performance Equity Plan succeeded 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 SD&A expenses on the consolidated condensed statements of operations, was $3.8 million in the first quarter of 2019.