Juno 2012 Annual Report Download - page 155

Table of Contents
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In January, April, July, and October 2012, United Online, Inc.'s Board of Directors declared quarterly cash dividends of $0.10 per share of
common stock. The dividends were paid on February 29, 2012, May 31, 2012, August 31, 2012, and November 30, 2012 and totaled $9.3 million,
$9.4 million, $9.4 million, and $9.4 million, respectively, including dividend equivalents paid on nonvested restricted stock units.
In January 2013, United Online, Inc.'s Board of Directors declared a quarterly cash dividend of $0.10 per share of common stock. The record date
for the dividend was February 14, 2013 and the dividend, which totaled $9.4 million, including dividend equivalents paid on nonvested retricted stock
units, was paid on February 28, 2013.
The payment of future dividends is discretionary and is subject to determination by United Online, Inc.'s Board of Directors each quarter following
its review of the Company's financial performance and other factors. Dividends that are declared by the Board of Directors are currently paid out of the
Company's surplus, as defined and computed in accordance with the General Corporation Law of the State of Delaware.
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United Online, Inc.'s Board of Directors authorized a common stock repurchase program (the "Program") that allows United Online, Inc. to
repurchase shares of its common stock through open market or privately negotiated transactions based on prevailing market conditions and other
factors. From August 2001 through December 31, 2010, United Online, Inc. had repurchased $150.2 million of its common stock under the Program,
leaving $49.8 million of authorization remaining under the Program. In February 2011, the Board of Directors extended the Program through
December 31, 2011 and authorized an increase in the $49.8 million authorization amount to $80.0 million. In December 2011, the Board of Directors
extended the Program through December 31, 2012. In January 2013, the Board of Directors approved and ratified the extension of the Program through
December 31, 2013. There were no repurchases under the Program in the year ended December 31, 2012 and, at December 31, 2012, the authorization
remaining under the Program was $80.0 million.
Shares withheld upon the vesting of restricted stock units and upon the issuance of stock awards to pay applicable required employee withholding
taxes are considered common stock repurchases, but are not counted as purchases against the Program. Upon vesting of restricted stock units or
issuance of stock awards, the Company currently does not collect the applicable required employee withholding taxes from employees. Instead, the
Company automatically withholds, from the restricted stock units that vest, and from the stock awards that are issued, the portion of those shares with a
fair market value equal to the amount of the required employee withholding taxes due, which is accounted for as a repurchase of common stock. The
Company then pays the applicable withholding taxes in cash. The amounts remitted in the years ended December 31, 2012, 2011 and 2010 were
$2.6 million, $7.7 million and $9.6 million, respectively, for which the Company withheld 0.5 million, 1.2 million and 1.6 million shares of common
stock, respectively, that were underlying the restricted stock units which vested and stock awards that were issued.
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