Capital Stock

Activity in the Company’s common shares outstanding is set forth below for the three years ended December 31, 2014 (in thousands):



	Common Stock
	Class A	Class B
OUTSTANDING AT DECEMBER 31, 2011	7,167	52,071
Exercise of stock options/stock appreciation rights	—	804
Director compensation arrangements, net	—	18
Restricted/performance shares activity, net of forfeitures	—	197
Acquisition/surrender of shares	—	(1,021	)
OUTSTANDING AT DECEMBER 31, 2012	7,167	52,069
Exercise of stock options/stock appreciation rights	—	157
Director compensation arrangements, net	—	16
Restricted/performance shares activity, net of forfeitures	—	138
Acquisition/surrender of shares	—	(375	)
OUTSTANDING AT DECEMBER 31, 2013	7,167	52,005
Exercise of stock options/stock appreciation rights	—	155
Director compensation arrangements, net	—	13
Restricted/performance shares activity, net of forfeitures	—	136
Acquisition/surrender of shares	—	(980	)
OUTSTANDING AT DECEMBER 31, 2014	7,167	51,329

For accounting purposes, the Company treats repurchased shares as constructively retired when acquired and accordingly charges the purchase price against Common stock par value, Additional paid-in capital and Retained earnings to the extent required. Shares may be repurchased through the Company’s stock repurchase program, acquired by the Company from employees under the Hubbell Incorporated Stock Option Plan for Key Employees (the “Option Plan”) or surrendered to the Company by employees in settlement of their minimum tax liability on vesting of restricted shares and performance shares under the Hubbell Incorporated 2005 Incentive Award Plan as amended and restated, (the “Award Plan”). Class A Common shares have twenty votes per share, while Class B Common shares have one vote per share. In addition, the Company has 5.9 million authorized shares of preferred stock; no preferred shares are outstanding.

In 2014 the Company identified a misstatement related to the accounting for repurchases of Class A Common Stock prior to 2012. The repurchase price in excess of par value was applied to Additional paid-in capital, however, a portion of the repurchase price should have been applied to Retained earnings. As a result, the Company increased Additional paid-in capital by $192 million and decreased Retained earnings for the periods presented herein. The misstatement had no impact on total shareholders' equity. The Company evaluated the materiality of this misstatement and concluded that it was not material to all prior periods.

The Company has an amended and restated Rights Agreement under which holders of Class A Common Stock have Class A Rights and holders of Class B Common Stock have Class B Rights (collectively, “Rights”). These Rights become exercisable after a specified period of time only if a person or group of affiliated persons acquires beneficial ownership of 20 percent or more of the outstanding Class A Common Stock of the Company or announces or commences a tender or exchange offer that would result in the offeror acquiring beneficial ownership of 20 percent or more of the outstanding Class A Common Stock of the Company. Each Class A Right entitles the holder to purchase from the Company one one-thousandth of a share of Series A Junior Participating Preferred Stock (“Series A Preferred Stock”), without par value, at a price of $175.00 per one one-thousandth of a share. Similarly, each Class B Right entitles the holder to purchase one one-thousandth of a share of Series B Junior Participating Preferred Stock (“Series B Preferred Stock”), without par value, at a price of $175.00 per one one-thousandth of a share. The Rights may be redeemed by the Company for one cent per Right prior to the day a person or group of affiliated persons acquires 20 percent or more of the outstanding Class A Common Stock of the Company. The Rights will expire in December 31, 2018 (the “Final Expiration Date”), unless the Final Expiration Date is advanced or extended or unless the Rights are earlier redeemed or exchanged by the Company.

Shares of Series A Preferred Stock or Series B Preferred Stock purchasable upon exercise of the Rights will not be redeemable. Each share of Series A Preferred Stock or Series B Preferred Stock will be entitled, when, as and if declared, to a minimum preferential quarterly dividend payment of $10.00 per share but will be entitled to an aggregate dividend of 1,000 times the dividend declared per share of Common Stock. In the event of liquidation, the holders of the Series A Preferred Stock or Series B Preferred Stock will be entitled to a minimum preferential liquidation payment of $100 per share (plus any accrued but unpaid dividends) but will be entitled to an aggregate payment of 1,000 times the payment made per share of Class A Common Stock or Class B Common Stock, respectively. Each share of Series A Preferred Stock will have 20,000 votes and each share of Series B Preferred Stock will have 1,000 votes, voting together with the Common Stock. Finally, in the event of any merger, consolidation, transfer of assets or earning power or other transaction in which shares of Common Stock are converted or exchanged, each share of Series A Preferred Stock or Series B Preferred Stock will be entitled to receive 1,000 times the amount received per share of Common Stock. These rights are protected by customary antidilution provisions.

Upon the occurrence of certain events or transactions specified in the Rights Agreement, each holder of a Right will have the right to receive, upon exercise, that number of shares of the Company’s common stock or the acquiring company’s shares having a market value equal to twice the exercise price.

Shares of the Company’s common stock were reserved at December 31, 2014 as follows (in thousands):



	Common Stock		Preferred Stock
	Class A	Class B	Preferred Stock
Future grant of stock-based compensation	—	1,475	—
Exercise of stock purchase rights	—	—	58
Shares reserved under other equity compensation plans	—	96	—
TOTAL	—	1,571	58