Dillard's 2009 Annual Report Download - page 70

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
11. Stockholders’ Equity (Continued)
the Board of Directors. Shares of Class B are convertible at the option of any holder thereof into
shares of Class A at the rate of one share of Class B for one share of Class A.
On March 2, 2002, the Company adopted a shareholder rights plan under which the Board of
Directors declared a dividend of one preferred share purchase right for each outstanding share of the
Company’s Common Stock, which includes both the Company’s Class A and Class B Common Stock,
payable on March 18, 2002 to the shareholders of record on that date. Each right, which is not
presently exercisable, entitles the holder to purchase one one-thousandth of a share of Series A Junior
Participating Preferred Stock for $70 per one one-thousandth of a share of Preferred Stock, subject to
adjustment. In the event that any person acquires 15% or more of the outstanding shares of common
stock, each holder of a right (other than the acquiring person or group) will be entitled to receive,
upon payment of the exercise price, shares of Class A Common Stock having a market value of two
times the exercise price. The rights will expire, unless extended, redeemed or exchanged by the
Company, on March 2, 2012.
Stock Repurchase Programs
2007 Stock Plan
In November 2007, the Company’s Board of Directors authorized the Company to repurchase up
to $200 million of its Class A Common Stock (‘‘2007 Stock Plan’’). This open-ended authorization
permits the Company to repurchase its Class A Common Stock in the open market or through
privately negotiated transactions. No shares were repurchased during fiscal 2009 and 2007 under the
2007 Stock Plan. During fiscal 2008, the Company repurchased 1,826,600 shares of stock for
$17.4 million at an average price of $9.55 per share. Stock repurchase authorization remaining under
the 2007 Stock Plan at January 30. 2010 was $182.6 million.
2005 Stock Plan
In May 2005, The Company’s Board of Directors approved the repurchase of up to $200 million of
its Class A Common Stock (‘‘2005 Stock Plan’’). Remaining availability under the 2005 Stock Plan at
the beginning of fiscal 2007 was approximately $112 million. During fiscal 2007, the Company
repurchased 5.2 million shares of stock for approximately $112 million which completed the
authorization under the 2005 Stock Plan.
12. Earnings (Loss) per Share
Basic earnings per share has been computed based upon the weighted average of Class A and
Class B common shares outstanding. Diluted earnings per share gives effect to outstanding stock
options.
F-25