World Fuel Services 2014 Annual Report Download - page 75

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Stock Repurchase Programs
Our Board of Directors, from time to time, has authorized stock repurchase programs under the terms of which we may
repurchase our common stock, subject to certain restrictions contained in our Credit Facility and Term Loans. In October
2008, our Board of Directors authorized a $50.0 million common stock repurchase program (the “Repurchase Program”).
In 2013, we repurchased 926,000 shares of our common stock for an aggregate value of $35.0 million pursuant to the
Repurchase Program. In May 2014, our Board of Directors renewed the Repurchase Program, replacing the remainder of
the October 2008 share repurchase program and authorizing the purchase of up to $65.0 million in common stock. The
Repurchase Program does not require a minimum number of shares of common stock to be purchased, has no expiration
date and may be suspended or discontinued at any time. In 2014, we repurchased 227,000 shares of our common stock
for an aggregate value of $10.0 million pursuant to the Repurchase Program. As of December 31, 2014, $55.0 million
remains available for purchase under the Repurchase Program. The timing and amount of shares of common stock to be
repurchased under the program will depend on market conditions, share price, securities law and other legal requirements
and factors.
Share-Based Payment Plans
Plan Summary and Description
In 2006, our shareholders approved the 2006 Omnibus Plan, in 2009, our shareholders approved an amendment and
restatement of such plan and, in 2014, our shareholders reapproved the material terms of the performance measures under
such plan (collectively, the “2006 Plan”). The 2006 Plan is administered by the Compensation Committee of the Board of
Directors (the “Compensation Committee”). The purpose of the 2006 Plan is to (i) attract and retain persons eligible to
participate in the 2006 Plan; (ii) motivate participants, by means of appropriate incentives, to achieve long-range goals;
(iii) provide incentive compensation opportunities that are competitive with those of other similar companies; and (iv) further
align participants’ interests with those of our other shareholders through compensation that is based on the value of our
common stock. The goal is to promote the long-term financial interest of World Fuel and its subsidiaries, including the growth
in value of our equity and enhancement of long-term shareholder return. The persons eligible to receive awards under the
2006 Plan are our employees, officers, and members of the Board of Directors, or any consultant or other person who
performs services for us.
The provisions of the 2006 Plan authorize the grant of stock options which can be “qualified” or “nonqualified” under the
Internal Revenue Code of 1986, as amended, restricted stock, RSUs, SSAR Awards, performance shares and performance
units and other share- based awards. The 2006 Plan is unlimited in duration and, in the event of its termination, the 2006
Plan will remain in effect as long as any awards granted under it remain outstanding. No awards may be granted under the
2006 Plan after June 2016. The term and vesting period of awards granted under the 2006 Plan are established on a per
grant basis, but options and SSAR Awards may not remain exercisable after the seven-year anniversary of the date of grant.
Under the 2006 Plan, 4,900,000 shares of common stock are authorized for issuance. Additional shares of common stock
that are authorized for issuance under the 2006 Plan include any shares that were available for future grant under any of
our prior stock plans, and any shares in respect of awards granted under the 2006 Plan or any prior plans that expire or are
forfeited or canceled.
Furthermore, any employee’s shares used to satisfy the withholding taxes due upon vesting of any awards granted under
the 2006 plan or exercise of stock options are added to the maximum number of shares authorized for issuance under the
2006 Plan.
The following table summarizes the outstanding awards issued pursuant to the 2006 Plan described above as of
December 31, 2014 and the remaining shares of common stock available for future issuance (in thousands):
Remaining
shares o
f
common stock
Restricted SSAR available fo
r
Plan name Stock RSUs Awards future issuance
2006 Plan (1) 1,496 785 232 3,263
(1) As of December 31, 2014, unvested restricted stock will vest between February 2015 and May 2019, unvested RSUs
will vest between March 2015 and May 2019 and the outstanding SSAR Awards will expire between May 2015 and May
2018. RSUs granted to non-employee directors under the 2006 Plan prior to 2011 remain outstanding until the date the
non-employee director ceases, for any reason, to be a member of the Board of Directors.