Dillard's 2012 Annual Report Download - page 75

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Notes to Consolidated Financial Statements (Continued)
9. Stockholders’ Equity
Capital stock is comprised of the following:
Par Shares
Type Value Authorized
Preferred (5% cumulative) ......................... $100.00 5,000
Additional preferred .............................. $ 0.01 10,000,000
Class A, common ................................ $ 0.01 289,000,000
Class B, common ................................ $ 0.01 11,000,000
Holders of Class A are empowered as a class to elect one-third of the members of the Board of
Directors, and the holders of Class B are empowered as a class to elect two-thirds of the members of
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.
Stock Repurchase Programs
All repurchases of the Company’s Class A Common Stock were made at the market price at the
trade date. Accordingly, all amounts paid to reacquire these shares were allocated to Treasury Stock.
2012 Stock Plan
In February 2012, the Company’s Board of Directors authorized the Company to repurchase up to
$250 million of the Company’s Class A Common Stock under an open-ended plan (‘‘2012 Stock Plan’’).
This authorization permits the Company to repurchase its Class A Common Stock in the open market,
pursuant to preset trading plans meeting the requirements of Rule 10b5-1 under the Securities
Exchange Act of 1934 (‘‘Exchange Act’’) or through privately negotiated transactions. The 2012 Stock
Plan has no expiration date. During fiscal 2012, the Company repurchased 2.4 million shares for
$158.0 million at an average price of $66.39 per share. At February 2, 2013, $92.0 million of
authorization remained under the 2012 Stock Plan.
May 2011 Stock Plan
In May 2011, the Company’s Board of Directors authorized the Company to repurchase up to
$250 million of the Company’s Class A Common Stock under an open-ended plan (‘‘May 2011 Stock
Plan’’). This authorization permitted the Company to repurchase its Class A Common Stock in the
open market, pursuant to preset trading plans meeting the requirements of Rule 10b5-1 under the
Exchange Act or through privately negotiated transactions. During fiscal 2011, the Company
repurchased 5.0 million shares for $222.5 million at an average price of $44.77 per share. During fiscal
2012, the Company repurchased 439 thousand shares for $27.5 million at an average price of $62.71 per
share, which completed the authorization under the May 2011 Stock Plan.
February 2011 Stock Plan
In February 2011, the Company’s Board of Directors authorized the Company to repurchase up to
$250 million of the Company’s Class A Common Stock (‘‘February 2011 Stock Plan’’). This
authorization permitted the Company to repurchase its Class A Common Stock in the open market,
pursuant to preset trading plans meeting the requirements of Rule 10b5-1 under the Exchange Act or
through privately negotiated transactions. During fiscal 2011, the Company repurchased 6.0 million
F-25