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Common Stock
12 Months Ended
Dec. 31, 2016
Equity [Abstract]  
Common Stock

Note 13. Common Stock

The Company’s authorized common stock consists of 250.0 million shares of common stock, par value $0.01 per share (“common stock”). The holders of our common stock are entitled to one vote for each share held on all matters submitted to a vote of stockholders. There are no cumulative voting rights with respect to the election of directors. Accordingly, the holder or holders of a majority of the outstanding shares of common stock will be able to elect the directors of the Company then standing for election as terms expire. Holders of common stock have no preemptive rights and are entitled to such dividends as may be declared by the CBIZ Board of Directors out of funds legally available. The holders of our common stock are not entitled to any sinking fund, redemption or conversion rights. On liquidation, dissolution or winding up of the Company, the holders of common stock are entitled to share ratably in the net assets of the Company remaining after the payment to any and all creditors. The outstanding shares of common stock are duly authorized, validly issued, fully paid and non-assessable.

Treasury Stock

The CBIZ Board of Directors approved various share repurchase programs that were effective during the years ended December 31, 2016, 2015 and 2014. Under these programs, shares may be purchased in the open market or in privately negotiated transactions according to SEC rules.

The Company’s Share Repurchase Program (the “Share Repurchase Program”) does not obligate us to acquire any specific number of shares and may be suspended at any time. Repurchased shares are held in treasury and may be reserved for future use in connection with acquisitions, employee share plans and other general purposes. Under our credit facility, (described in Note 8, Debt and Financing Arrangements) share repurchases are unlimited when total leverage is less than 3.0. When leverage is greater than 3.0, the annual share repurchase is limited to $25.0 million.

During the years ended December 31, 2016 and 2015, we repurchased 0.9 million and 3.8 million shares on the open market at a cost (including fees and commissions) of $9.1 million and $35.2 million under the Share Repurchase Program, respectively.