XML 34 R16.htm IDEA: XBRL DOCUMENT v3.24.0.1
Stockholders’ Deficit
 12 Months Ended
Dec. 31, 2023
Equity [Abstract]  
Stockholders’ Deficit
6. Stockholders’ Deficit
Shares Authorized and Outstanding
The Company has authorized 100.0 million shares of common stock as of December 31, 2023 and December 25, 2022, respectively. The Company’s outstanding shares of common stock, net of repurchased common stock held as treasury stock, were 32.5 million shares at December 31, 2023 and 34.7 million shares at December 25, 2022.
Share Repurchase Program
On October 28, 2021, our Board of Directors approved a share repurchase program with an indefinite duration for up to $425.0 million of the Company’s common stock. This share repurchase program operated alongside our previous $75.0 million share repurchase authorization, which began on November 4, 2020 and expired on December 26, 2021. The following table summarizes our repurchase activity for the years ended December 31, 2023, December 25, 2022 and December 26, 2021, respectively:
(In thousands, except average price per share)

Year Ended
Total
Number
of Shares
Purchased		Average
Price
Paid per
Share
Aggregate
Cost of
Shares
Purchased (a)
Maximum Dollar
Value of Shares
that May Yet Be
Purchased Under the
Plans or Programs
December 31, 20232,523$83.10 $209,640 $90,160 
December 25, 20221,343$93.07 $125,000 $299,800 
December 26, 2021594$121.96 $72,499 $424,800 
(a)    Aggregate cost of shares purchased for year ended December 31, 2023 excludes $2.8 million of transaction costs directly attributable to share repurchases, including a 1% excise tax incurred under the Inflation Reduction Act of 2022. Of these costs, $2.1 million were classified as non-cash financing activities for the year ended December 31, 2023.
We did not repurchase any shares subsequent to December 31, 2023. Approximately $90.2 million remained available under the Company’s share repurchase program as of February 22, 2024.
The shares repurchased during the year ended December 31, 2023 included 2,176,928 shares repurchased on March 1, 2023 from certain funds affiliated with, or managed by, Starboard Value LP (collectively, “Starboard”), at a price of $82.52 per share, for aggregate consideration of $179.6 million. Refer to “Note 18. Related Party Transactions” for additional details.
The timing and volume of share repurchases under the Company’s share repurchase programs may be executed at the discretion of management on an opportunistic basis, subject to market and business conditions, regulatory requirements and other factors, or pursuant to trading plans or other arrangements. Repurchases under the programs may be made through
open market, block, and privately negotiated transactions, including Rule 10b5-1 plans, at times and in such amounts as management deems appropriate. Repurchases under the Company’s share repurchase programs may be commenced or suspended from time to time at the Company’s discretion without prior notice. Funding for the share repurchase programs will be provided through our credit facility, operating cash flow, stock option exercises and cash and cash equivalents.
Dividends on Common Stock
The Company paid aggregate cash dividends of approximately $58.5 million ($1.76 per share), $54.8 million ($1.54 per share) and $40.4 million ($1.15 per share) to common stockholders for the years 2023, 2022 and 2021, respectively.
On January 30, 2024, our Board of Directors declared a first quarter 2024 dividend of $0.46 per common share, representing a $15.1 million aggregate dividend that was paid on February 23, 2024 to stockholders of record as of the close of business on February 12, 2024. The declaration and payment of any future dividends will be at the discretion of our Board of Directors.
Preferred Stock
The Company has authorized 5.0 million shares of preferred stock (of which none were issued or outstanding at December 31, 2023 or December 25, 2022, respectively).
On May 11, 2021, the Company entered into a Share Repurchase Agreement with certain funds affiliated with, or managed by, Starboard Value LP (collectively, “Starboard”), pursuant to which (i) the Company repurchased from Starboard 78,387 shares of the Series B Convertible Preferred Stock, par value $0.01 per share, of the Company (“Series B Preferred Stock”) and (ii) Starboard converted the remaining 171,613 shares of Series B Preferred Stock that it owned into 3,458,360 shares of the Company’s common stock pursuant to the terms of the Certificate of Designation of the Series B Preferred Stock. On June 3, 2021, the Company entered into agreements with certain franchisee investors to repurchase 1,000 shares of the outstanding Series B Preferred Stock and convert the remaining 1,530 shares of Series B Preferred Stock into 30,769 shares of common stock. The Company paid Starboard and the franchisee investors aggregate one-time cash payments of $188.6 million for the repurchase and conversion of all of the outstanding shares of Series B Preferred Stock. The excess of the cash payment over the carrying value of the respective Series B Preferred Stock redeemed resulted in $109.9 million of dividends on redemption of Series B Preferred Stock in the Consolidated Statements of Operations, which reduced net income attributable to common stockholders and also reduced diluted earnings per share by $3.10 for the year ended December 26, 2021. As a result of the repurchase and conversion, there were no shares of Series B Preferred Stock issued or outstanding at December 31, 2023 or December 25, 2022.
Dividends on Series B Preferred Stock
The Company paid common stock “pass-through” dividends on an as-converted basis to Series B Preferred Stockholders of $1.1 million and preferred dividends on the Series B Preferred Stock of $3.0 million in 2021. The Company also paid $1.5 million of common stock deemed dividend distributions in connection with the repurchase and conversion of the Series B Preferred Stock in 2021.