Stockholders' Equity

9 Months Ended

Mar. 31, 2024

Equity [Abstract]

Stockholders' Equity

Stockholders’ Equity

During the three months ended March 31, 2024 and 2023, the Company issued 0.1 million and 38,000 shares of common stock, respectively, under equity award plans. During the three months ended March 31, 2024 and 2023, the Company issued zero shares of common stock upon the exercise of stock options. During the three months ended March 31, 2024 and 2023, 38,000 and 14,000 shares of restricted stock, respectively, were canceled or surrendered as payment of tax withholding upon vesting.

During the nine months ended March 31, 2024 and 2023, the Company issued 0.9 million and 0.2 million shares of common stock, respectively, under equity award plans. During the nine months ended March 31, 2024 and 2023, the Company issued zero shares of common stock upon the exercise of stock options. During the nine months ended March 31, 2024 and 2023, 0.2 million and 36,000 shares of restricted stock, respectively, were canceled or surrendered as payment of tax withholding upon vesting.

On November 27, 2017, the Company announced a share repurchase program authorizing it to repurchase up to $5 million in shares of the Company's common stock. The repurchase program permits the Company to purchase shares through a variety of methods, including in the open market, through privately negotiated transactions or other means as determined by the Company's management. As part of the repurchase program, the Company has entered into a pre-arranged stock repurchase plan which operates in accordance with guidelines specified under Rule 10b5-1 of the Securities Exchange Act of 1934, as amended. Accordingly, any transactions under such stock repurchase plan will be completed in accordance with the terms of the plan, including specified price, volume and timing conditions. The authorization may be suspended or discontinued at any time. On February 1, 2019, the Company's board of directors (the "Board of Directors") approved an amendment to increase the authorized share repurchase amount from $5.0 million to $15.0 million. On August 27, 2020, the Board of Directors approved an amendment to increase the authorized share repurchase amount from $15.0 million to $35.0 million and to extend the duration of the program through November 30, 2023 and, on February 17, 2022, the Board of Directors approved an amendment to increase the authorized share repurchase amount from $35.0 million to $60.0 million. On June 12, 2023, the Board of Directors approved an amendment to extend the duration of the repurchase program period to December 31, 2026. During the three and nine months ended March 31, 2024, the Company purchased 0.3 million shares and 0.7 million shares of common stock at an aggregate price of $1.9 million and $4.6 million under this repurchase program, respectively. During the three and nine months ended March 31, 2023, the Company purchased no shares of common stock under this repurchase program, respectively. At March 31, 2024, there is $22.3 million remaining under this repurchase program.

On August 30, 2023, the Board of Directors approved a stockholder rights agreement (the “Rights Plan”) and declared a dividend of one right for each outstanding share of common stock to stockholders of record on September 11, 2023. Each right entitles holders to purchase one newly issued share of preferred stock at an exercise price of $20 per right, subject to adjustment. Initially, the rights are not exercisable and trade with shares of the Company’s common stock.

In general, the rights become exercisable following a public announcement that a person acquires 12% (or, in the case of passive investors, 20%) or more of the outstanding shares of the Company’s common stock. If a person becomes an acquiring person, each holder of rights (except the acquiring person) will have the right to purchase, for the purchase price, a number of shares of the Company’s common stock at a 50% discount to the then-current trading price. Rather than allowing the rights to be exercised in those circumstances, the Board of Directors may exchange each right, other than the rights owned by the acquiring person, for a share of the Company’s common stock. The agreement provides for exceptions and additional terms for other certain situations and circumstances.

The Rights Plan is intended to protect the interests of LifeVantage and its stockholders by reducing the likelihood that any entity, person or group gains control of the Company through open-market accumulation or other means without payment of an adequate control premium and expires August 24, 2024, unless it is earlier terminated or the rights are earlier redeemed or exchanged by the Board of Directors. There is currently no impact to the Company’s Consolidated Financial Statements.

The Company’s Certificate of Incorporation authorizes the issuance of preferred stock. However, as of March 31, 2024, none have been issued nor have any rights or preferences been assigned to the preferred stock by the Company’s Board of Directors.

Dividends

In August 2023, the Board of Directors declared a quarterly cash dividend of $0.035 per share of common stock and a one-time cash dividend of $0.40 per share of common stock to be paid on September 22, 2023 to stockholders of record on September 8, 2023. In November 2023, the Board of Directors declared a quarterly cash dividend of $0.035 per share of common stock to be paid on December 15, 2023 to stockholders of record on December 1, 2023. In January 2024, the Board of Directors declared a quarterly cash dividend of $0.035 per share of common stock to be paid on March 15, 2024 to stockholders of record on March 1, 2024. Cash dividends for the three and nine months ended March 31, 2024 totaled $0.4 million and $6.4 million, or $0.035 and $0.51 per share, respectively. Cash dividends for the three and nine months ended March 31, 2023 totaled $0.4 million and $1.1 million, or $0.03 and $0.09 per share, respectively.

The declaration of dividends is subject to the discretion of the Board of Directors and will depend upon various factors, including the Company's earnings, financial condition, restrictions imposed by any indebtedness that may be outstanding, cash requirements, future prospects and other factors deemed relevant by the Board of Directors.