Activision 2012 Annual Report Download - page 88

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On February 10, 2010, our Board of Directors declared a cash dividend of $0.15 per common share payable on April 2, 2010 to
shareholders of record at the close of business on February 22, 2010. On April 2, 2010, we made an aggregate cash dividend payment of
$187 million to such shareholders. Additionally, on October 22, 2010, the Company made dividend equivalent payments of $2 million related to
that cash dividend to the holders of restricted stock units.
Future dividends will depend upon our earnings, financial condition, cash requirements, future prospects, and other factors deemed
relevant by our Board of Directors. There can be no assurances that dividends will be declared in the future.
Return of capital to Vivendi related to settlement of pre-Business Combination Taxes
Prior to the Business Combination in 2008, Vivendi Games’ income taxes were presented in the financial statements as if Vivendi
Games were a stand-alone taxpayer even though Vivendi Games’ operating results were included in the consolidated federal, certain foreign, and
state and local income tax returns of Vivendi or Vivendi’s subsidiaries. Based on the subsequent filing of these tax returns by Vivendi or
Vivendi’s subsidiaries, we determined that the amount paid by Vivendi Games was greater than the actual amount due (and settled) based upon
filing of these returns. This difference between the amount paid and the actual amount due (and settled) represents a return of capital to Vivendi
which, in accordance with the terms of the Business Combination agreement, occurred immediately prior to the close of the Business
Combination.
10b5-1 Stock Trading Plans
The Company’s directors and employees may, at a time they are not in possession of material non-public information, enter into plans
(“Rule 10b5-1 Plans”) to purchase or sell shares of our common stock that satisfy the requirements of Exchange Act Rule 10b5-1. Rule 10b5-1
permits trading on a pre-arranged, “automatic-pilot” basis, subject to certain conditions, including that the person for whom the plan is created (or
anyone else aware of material non-public information acting on such person’s behalf) not exercise any subsequent influence regarding the
amount, price and dates of transactions under the plan. In addition, any such plan of the Company’s directors and employees is required to be
established and maintained in accordance with the Company’s “Policy on Establishing and Maintaining 10b5-1 Trading Plans.”
Rule 10b-5-1 Plans permit persons whose ability to purchase or sell our common stock may otherwise be substantially restricted (by
quarterly and special stock-trading blackouts and by their possession from time to time of material nonpublic information) to engage in pre-
arranged trading. Trades under a Rule 10b5-1 Plan by our directors and employees are not necessarily indicative of their respective opinions of
our current or potential future performance at the time of the trade. Trades by our directors and executive officers pursuant to a Rule 10b5-1 Plan
will be disclosed publicly through Form 144 and Form 4 filings with the SEC, in accordance with applicable laws, rules and regulations.
Issuer Purchase of Equity Securities
On February 3, 2011, our Board of Directors approved a stock repurchase program (the “2011 Stock Repurchase Program”) pursuant
to which we were authorized to repurchase up to $1.5 billion of the Company’s common stock from time to time on the open market or in private
transactions, including structured or accelerated transactions, on terms and conditions to be determined by the Company. The 2011 Stock
Repurchase Program expired on March 31, 2012.
On February 2, 2012, our Board of Directors authorized a stock repurchase program (the “2012 Stock Repurchase Program”) pursuant
to which we may repurchase up to $1 billion of the Company’s common stock from time to time on the open market or in private transactions,
including structured or accelerated transactions, on terms and conditions to be determined by the Company, during the period between April 1,
2012 and the earlier of March 31, 2013 and a determination by the Board of Directors to discontinue the repurchase program.