Annual report pursuant to Section 13 and 15(d)

Stockholders' Equity

v3.22.1
Stockholders' Equity
 12 Months Ended
Feb. 28, 2022
Equity [Abstract]  
STOCKHOLDERS' EQUITY STOCKHOLDERS’ EQUITY
Common stock
We have two classes of common stock with a material number of shares outstanding: Class A Stock and Class B Stock. Class B Stock shares are convertible into shares of Class A Stock on a one-to-one basis at any time at the option of the holder. Holders of Class B Stock are entitled to 10 votes per share. Holders of Class A Stock are entitled to one vote per share and a cash dividend premium. If we pay a cash dividend on Class B Stock, each share of Class A Stock will receive an amount at least 10% greater than the amount of the cash dividend per share paid on Class B Stock. In addition, the Board of Directors may declare and pay a dividend on Class A Stock without paying any dividend on Class B Stock. However, our senior credit facility limits the cash dividends that we can pay on our common stock to a fixed amount per quarter but the fixed amount may be exceeded subject to various conditions set forth in the senior credit facility.

In addition, we have a class of common stock with an immaterial number of shares outstanding: Class 1 Stock. Shares of Class 1 Stock generally have no voting rights. Class 1 Stock shares are convertible into shares of Class A Stock on a one-to-one basis at any time at the option of the holder, provided that the holder immediately sells the Class A Stock acquired upon conversion. Because shares of Class 1 Stock are convertible into shares of Class A Stock, for each share of Class 1 Stock issued, we must reserve one share of Class A Stock for issuance upon the conversion of the share of Class 1 Stock. Holders of Class 1 Stock do not have any preference as to dividends, but may participate in any dividend if and when declared by the Board of Directors. If we pay a cash dividend on Class 1 Stock, each share of Class A Stock will receive an amount at least 10% greater than the amount of cash dividend per share paid on Class 1 Stock. In addition, the Board of Directors may declare and pay a dividend on Class A Stock without paying a dividend on Class 1 Stock. The cash dividends declared and paid on Class B Stock and Class 1 Stock must always be the same.

The number of shares of common stock issued and treasury stock, and associated share activity, are as follows:
Common Stock Treasury Stock
Class A Class B Class 1 Class A Class B
Balance at February 28, 2019 185,740,178  28,322,419  1,149,624  18,927,966  5,005,800 
Share repurchases —  —  —  265,593  — 
Conversion of shares 350,567  (22,213) (328,354) —  — 
Exercise of stock options —  —  870,957  (747,527) — 
Employee stock purchases —  —  —  (69,324) — 
Vesting of restricted stock units (1)
—  —  —  (91,311) — 
Vesting of performance share units (1)
—  —  —  (29,015) — 
Cancellation of restricted shares —  —  —  444  — 
Balance at February 29, 2020 186,090,745  28,300,206  1,692,227  18,256,826  5,005,800 
Conversion of shares 1,113,535  (29,918) (1,083,617) —  — 
Exercise of stock options —  —  4,326  (1,020,853) — 
Employee stock purchases —  —  —  (67,801) — 
Vesting of restricted stock units (1)
—  —  —  (80,287) — 
Vesting of performance share units (1)
—  —  —  (17,335) — 
Balance at February 28, 2021 187,204,280  28,270,288  612,936  17,070,550  5,005,800 
Common Stock Treasury Stock
Class A Class B Class 1 Class A Class B
Share repurchases —  —  —  6,179,015  — 
Conversion of shares 59,579  (57,948) (1,631) —  — 
Exercise of stock options —  —  1,637,374  (287,873) — 
Employee stock purchases —  —  —  (57,738) — 
Vesting of restricted stock units (1)
—  —  —  (71,413) — 
Vesting of performance share units (1)
—  —  —  (7,934) — 
Balance at February 28, 2022 187,263,859  28,212,340  2,248,679  22,824,607  5,005,800 
(1)Net of the following shares withheld to satisfy tax withholding requirements:
For the Years Ended
February 28,
2022		 February 28,
2021		 February 29,
2020
Restricted Stock Units 36,213 37,933 49,900
Performance Share Units 4,565 9,433 17,439

Stock repurchases
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. In January 2021, our Board of Directors authorized an additional 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 these authorizations would expire. Shares may be repurchased through open market or privately negotiated transactions. Shares repurchased under these authorizations will become treasury shares.

A summary of share repurchase activity is as follows:
Class A Common Shares Repurchased
For the Years Ended
February 28, 2022 February 28, 2021 February 29, 2020
Dollar
Value		 Number of
Shares		 Dollar
Value		 Number of
Shares		 Dollar
Value		 Number of
Shares
(in millions, except share data)
2018 Authorization $ 1,390.5  6,179,015  $ —  —  $ 50.0  265,593 
2021 Authorization —  —  —  —  —  — 
$ 1,390.5  6,179,015  $ —  —  $ 50.0  265,593 

Subsequent events
Stock repurchases
On April 7, 2022, we entered into an ASR to repurchase $500.0 million of our Class A Stock. We utilized short-term borrowings and cash on hand to pay the dollar value for shares repurchased in this ASR under the 2018 Authorization. Pursuant to the terms of this ASR, an initial installment of 1.7 million shares of Class A Stock were delivered.

As of April 21, 2022, total shares repurchased under our board authorizations are as follows:
Class A Common Shares
Repurchase
Authorization		 Dollar Value
of Shares
Repurchased		 Number of
Shares
Repurchased
(in millions, except share data)
2018 Authorization $ 3,000.0  $ 2,936.4  12,802,171
2021 Authorization $ 2,000.0  $ —  —
Common stock dividends
In April 2022, our Board of Directors declared a quarterly cash dividend of $0.80 per share of Class A Stock, $0.72 per share of Class B Stock, and $0.72 per share of Class 1 Stock payable in the first quarter of Fiscal 2023.

Class B Stock declassification proposal
In April 2022, we received the Proposal which proposes that each share of Class B Stock would be converted into 1.35 shares of Class A Stock. Our Board of Directors has established a Special Committee to evaluate the Proposal. Any definitive agreement with respect to the potential transaction must be approved by the Special Committee as well as our Board of Directors. In addition, pursuant to the terms of the Proposal, any potential transaction would require the approval of holders of a majority of the shares of our Class A Stock that do not also hold shares of Class B Stock.