Shareholders' Equity

12 Months Ended

Dec. 31, 2019

Stockholders' Equity Note [Abstract]

a)The Company had 50,000,000 shares of no par value common stock authorized of which 13,794,142 shares and 13,887,711 shares were issued and outstanding at December 31, 2019 and 2018, respectively. The Company also has 10,000,000 shares of no par value preferred stock authorized, none of which was issued or outstanding at December 31, 2019 or 2018.

In August 2019, the Board of Directors approved a new share repurchase program (the 2019 Program) to replace the previous share repurchase program that was approved by the Board of Directors in May 2018 (the 2018 Program). Consistent with the 2018 Program, the 2019 Program provides for the repurchase of up to $300 million of common stock and has no expiration date but may be terminated by the Board of Directors at any time.

During the year ended December 31, 2019, the Company repurchased an aggregate of 104,719 shares of common stock at a cost of $111.6 million, including 73,371 shares repurchased under the 2018 Program at a cost of $75.8 million, and 31,348 shares repurchased under the 2019 program at a cost of $35.8 million. In total, the Company repurchased 93,036 shares of common stock under the 2018 Program at a cost of $97.2 million.

b)Net income (loss) per share was determined by dividing adjusted net income (loss) to shareholders by the applicable weighted average shares outstanding. Basic shares outstanding include restricted stock units that are no longer subject to any contingencies for issuance, but for which the corresponding shares have not been issued. Diluted net income (loss) per share is computed by dividing adjusted net income (loss) to shareholders by the weighted average number of common shares and dilutive potential common shares outstanding during the year.



	Years Ended December 31,
(in thousands, except per share amounts)	2019		2018			2017
Net income (loss) to shareholders ⁽¹⁾	$	1,790,466	$	(128,180	)	$	395,269
Adjustment of redeemable noncontrolling interests	1,105		(4,828		)	(33,738		)
Adjusted net income (loss) to shareholders	$	1,791,571	$	(133,008	)	$	361,531

Basic common shares outstanding	13,861		13,923			13,964
Dilutive potential common shares from options	—		—			1
Dilutive potential common shares from restricted stock units and restricted stock ⁽²⁾	20		—			41
Diluted shares outstanding	13,881		13,923			14,006
Basic net income (loss) per share	$	129.25	$	(9.55	)	$	25.89
Diluted net income (loss) per share ⁽²⁾	$	129.07	$	(9.55	)	$	25.81


⁽¹⁾	Effective January 1, 2018, the Company adopted ASU No. 2016-01. As a result, the change in fair value of equity securities is no longer recognized in other comprehensive income; rather, all changes in the fair value of equity securities are now recognized in net income. Prior periods have not been restated to conform to the current presentation.


⁽²⁾	The impact of restricted stock units and restricted stock of 25 thousand shares was excluded from the computation of diluted earnings per share for the year ended December 31, 2018 because the effect would have been anti-dilutive.

c)In May 2016, the Company adopted the Markel Corporation 2016 Employee Stock Purchase and Bonus Plan (the 2016 Stock Purchase Plan) which replaced the Company's prior employee stock purchase and bonus plan. The 2016 Stock Purchase Plan provides a method for employees and directors to purchase shares of the Company's common stock on the open market. The plan encourages share ownership by providing for the award of bonus shares to participants equal to 10% of the net increase in the number of shares owned under the plan in a given year, excluding shares acquired through the plan's loan program component (the Loan Program). Under the Loan Program, the Company previously offered subsidized unsecured loans so participants could purchase shares and awarded bonus shares equal to 5% of the shares purchased with a loan. In May 2019, the Loan Program was discontinued and employees may no longer obtain loans from the Company for the purpose of purchasing shares of the Company's common stock under the 2016 Stock Purchase Plan. Outstanding loans continue to follow the original payment schedule until paid in full. The Company authorized 125,000 shares for purchase under the 2016 Stock Purchase Plan, of which 100,471 and 105,283 shares were available for purchase as of December 31, 2019 and 2018, respectively. At December 31, 2019 and 2018, loans outstanding under the plans, which are included in receivables on the consolidated balance sheets, totaled $18.4 million and $19.2 million, respectively.

d)In May 2016, the Company adopted the 2016 Equity Incentive Compensation Plan (2016 Compensation Plan), which provides for grants and awards of restricted stock, restricted stock units, performance grants, and other stock based awards to employees and non-employee directors and is administered by the Compensation Committee of the Company's Board of Directors (Compensation Committee). At December 31, 2019, there were 205,686 shares available for future awards under the 2016 Compensation Plan.

Restricted stock units are awarded to certain employees and executive officers based upon meeting performance conditions determined by the Compensation Committee. These awards generally vest at the end of the third year following the year for which the Compensation Committee determines performance conditions have been met. At the end of the vesting period, recipients are entitled to receive one share of the Company's common stock for each vested restricted stock unit. During 2019, the Company awarded 11,418 restricted stock units to employees and executive officers based on performance conditions being met.

Restricted stock units also are awarded to employees to assist the Company in securing or retaining the services of key employees. During 2019, the Company awarded 2,759 restricted stock units to employees as a hiring or retention incentive. These awards generally vest over a three-year period and entitle the recipient to receive one share of the Company's common stock for each vested restricted stock unit.

During 2019, the Company awarded 968 shares of restricted stock to its non-employee directors. The shares awarded to non-employee directors will vest in 2020.

The following table summarizes nonvested share-based awards.



	Number of Awards		Weighted Average Grant-Date Fair Value
Nonvested awards at January 1, 2019	20,873		$	1,042.83
Granted	15,145		1,025.81
Vested	(17,391	)	1,011.55
Forfeited	(1,053	)	1,038.76
Nonvested awards at December 31, 2019	17,574		$	1,073.99

The fair value of the Company's share-based awards granted under the 2016 Compensation Plan was determined based on the closing price of the Company's common shares on the grant date. The weighted average grant-date fair value of the Company's share-based awards granted in 2019, 2018 and 2017 was $1,025.81, $1,121.68 and $979.23, respectively. As of December 31, 2019, unrecognized compensation cost related to nonvested share-based awards was $7.8 million, which is expected to be recognized over a weighted average period of 1.6 years. The fair value of the Company's share-based awards that vested during 2019, 2018 and 2017 was $17.6 million, $19.1 million and $28.8 million, respectively.