|6 Months Ended|
Aug. 31, 2022
|STOCKHOLDERS' EQUITY||STOCKHOLDERS’ EQUITY
The number of shares of common stock issued and treasury stock, and associated share activity, are as follows:
(1) In October 2022, our Board of Directors retired 5,005,800 shares of our Class B Treasury Stock which became authorized and unissued shares of our Class B Stock.
(2) Net of the following shares withheld to satisfy tax withholding requirements:
In January 2018, our Board of Directors authorized the repurchase of up to $3.0 billion of our Class A Stock and Class B Stock, which was fully utilized during the three months ended May 31, 2022. Shares repurchased under the 2018 Authorization have become treasury shares.
Additionally, in January 2021, our Board of Directors authorized the repurchase of up to $2.0 billion of our Class A Stock and Class B Stock. The Board of Directors did not specify a date upon which this authorization would expire. Shares repurchased under this authorization become treasury shares.
For the six months ended August 31, 2022, we repurchased 5,717,953 shares of Class A Stock pursuant to the 2018 Authorization and the 2021 Authorization at an aggregate cost of $1,400.5 million through a combination of open market transactions and an ASR that was announced in April 2022.
As of August 31, 2022, total shares repurchased under the 2018 Authorization and the 2021 Authorization are as follows:
On June 30, 2022, we announced the Reclassification. To effectuate the Reclassification, we will file the Amended and Restated Charter with the Secretary of State of the State of Delaware. If the Reclassification is completed, at the Effective Time, each share of Class B Stock issued and outstanding immediately prior to the Effective Time will be reclassified and converted into one validly issued, fully paid, and non-assessable share of Class A Stock and the right to receive $64.64 in cash, without interest, subject to any adjustment as provided in the Reclassification Agreement and the Amended and Restated Charter.
The closing of the Reclassification is subject to customary conditions, including, among others:
•the adoption and approval of the Reclassification Proposal by the affirmative vote of the holders of (i) not less than 50.3% of the issued and outstanding shares of Class A Stock not held by the Sands Family Stockholders, executive officers of the Company, or directors that hold Class B Stock, (ii) a majority of the voting power of the issued and outstanding shares of Class A Stock and Class B Stock entitled to vote thereon, voting together as a single class, and (iii) a majority of the issued and outstanding shares of Class B Stock;
•the absence of any SEC stop order suspending effectiveness of the Registration Statement on Form S-4;
•the absence of any governmental order or law preventing, prohibiting, or enjoining the Reclassification or the Amended and Restated Charter from becoming effective;
•the approval by the NYSE, subject to official notice of issuance, of the listing of the shares of Class A Stock into which the Class B Stock will be reclassified; and
•the accuracy of the representations and warranties of each party (subject to a materiality standard) and compliance in all material respects by each party with its obligations under the Reclassification Agreement.
The Reclassification Agreement contains customary representations, warranties, and covenants of each of the parties thereto for a transaction of this type.
The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.
Reference 1: http://www.xbrl.org/2003/role/disclosureRef