Stockholders' Equity

12 Months Ended

Dec. 31, 2019

Stockholders’ Equity

Class A and Class B Common Stock

The shares of Class A common stock are not convertible into any other series or class of our securities. Each share of Class B common stock, however, is freely convertible into one share of Class A common stock at the option of the holder of the Class B common stock. All shares of Class B common stock automatically convert to shares of Class A common stock (on a share-for-share basis, subject to adjustment) on the earliest record date for an annual meeting of our shareholders on which the number of shares of Class B common stock outstanding is less than 1% of the total number of shares of common stock outstanding. Shares of Class B common stock may not be transferred to third parties, except for transfers to certain family members and in other limited circumstances.

Holders of Class A common stock are entitled to one vote for each share held of record and holders of Class B common stock are entitled to ten votes for each share held of record. The Class A common stock and Class B common stock vote together as a single class on all matters submitted to shareholders.

At a special meeting of shareholders held on January 21, 2019, Sidney B. DeBoer and the Company executed a Class B Conversion Agreement pursuant to which Mr. DeBoer agreed to cause all of the remaining 1,000,000 shares of our Class B common stock to be converted into shares of our Class A common stock by December 31, 2025. The Class B Conversion Agreement will require the conversion of at least 15% of the 1,000,000 Class B shares by the end of every two years, with the first 15% to be converted by December 31, 2020, a total of 30% by December 31, 2022, a total of 45% by December 31, 2024, and the balance by December 31, 2025. As of December 31, 2019, Lithia Holding Company, L.L.C., held 600,000 shares of our Class B common stock.

Repurchases of Class A Common Stock

Repurchases of our Class A Common Stock occurred under repurchase authorizations granted by our Board of Directors and related to shares withheld as part of the vesting of restricted stock units (“RSUs”).

On October 22, 2018, our Board of Directors approved a $250 million repurchase authorization. Share repurchases under our authorizations were as follows:



	Repurchases Occurring in 2019			Cumulative Repurchases as of December 31, 2019
	Shares	Average Price		Shares	Average Price
Share Repurchase Authorization	—	$	—	3,155,095	$	84.43

As of December 31, 2019, we had $233.6 million available for repurchases pursuant to our share repurchase authorization.

In addition, during 2019, we repurchased 40,356 shares at an average price of $80.39 per share, for a total of $3.2 million, related to tax withholdings associated with the vesting of RSUs. The repurchase of shares related to tax withholdings associated with stock awards does not reduce the number of shares available for repurchase as approved by our Board of Directors.

The following is a summary of our repurchases in the years ended December 31, 2019, 2018 and 2017:



Year Ended December 31,	2019		2018		2017
Shares repurchased pursuant to repurchase authorizations	—		2,112,370		329,000
Total purchase price (in millions)	$	—	$	179.0	$	30.5
Average purchase price per share	$	—	$	84.72	$	92.79
Shares repurchased in association with tax withholdings on the vesting of RSUs	40,356		30,119		32,457

In the second quarter of 2019, we entered into a structured repurchase agreement involving the use of capped call options for the purchase of our Class A common stock. We paid a fixed sum of $36.5 million upon execution of the agreement in exchange for the right to receive either a pre-determined amount of cash or stock. As of December 31, 2019, the capped call options had expired, and we received $38.9 million in cash.

Dividends

We declared and paid dividends on our Class A and Class B Common Stock as follows:



Quarter declared	Dividend amount per Class A and Class B share		Total amount of dividends paid (in millions)
2017
First quarter	$	0.25	$	6.3
Second quarter	0.27		6.8
Third quarter	0.27		6.7
Fourth quarter	0.27		6.7
2018
First quarter	$	0.27	$	6.7
Second quarter	0.29		7.2
Third quarter	0.29		7.0
Fourth quarter	0.29		6.8
2019
First quarter	$	0.29	$	6.7
Second quarter	0.30		7.0
Third quarter	0.30		7.0
Fourth quarter	0.30		6.9