World Fuel Services 2015 Annual Report Download - page 76

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8. Shareholders’ Equity
Dividends
We declared cash dividends of $0.24 per share of common stock for 2015 and $0.15 for 2014 and 2013. Our Credit Facility
and Term Loans have restrictions regarding the maximum amount of cash dividends allowed to be paid. The payment of
the above-referenced cash dividends was in compliance with the Credit Facility and Term Loans.
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. During
2014 and from January 1, 2015 through May 31, 2015, pursuant to the Repurchase Program, we repurchased 227,000
shares of our common stock for an aggregate value of $10.0 million and 584,000 shares of our common stock for an
aggregate value of $30.0 million, respectively.
In June 2015, our Board of Directors renewed its existing common stock repurchase program by replacing the remainder
of the existing program and authorizing the purchase of up to $100.0 million in common stock (the “Repurchase
Program”). 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. From July 1, 2015 through December 31, 2015,
we repurchased 1,000,000 shares of our common stock for an aggregate value of $40.5 million pursuant to the Repurchase
Program. As of December 31, 2015, $59.5 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 2015, 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.