Equity Incentive Plan

12 Months Ended

May 31, 2016

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Equity Incentive Plan

Equity Incentive Plan

Our 2005 Equity Incentive Plan (the “Equity Incentive Plan”), as amended and restated, authorizes our Board of Directors to grant incentive and non-statutory stock option grants, stock appreciation rights, restricted stock awards, restricted stock units, performance unit awards and performance share awards covering a maximum of 1,000 shares of our common stock. Pursuant to the Equity Incentive Plan, we have granted restricted stock units to directors, officers and key employees.

Restricted Stock Units

Each vested restricted stock unit entitles the holder to be issued one share of common stock. The vested restricted stock units settle into common stock on the earliest of (i) the first January 1st after the fifth anniversary of the grant, (ii) a change of control, or (iii) termination of the holder’s employment or membership on our Board of Directors. Restricted stock units vest according to a vesting schedule determined by the Compensation Committee of our Board of Directors, generally over a one to three year period.

The following table represents restricted stock unit activity for fiscal 2016:

	Restricted Stock Units		Weighted Average Grant Date Fair Value
Nonvested at June 1, 2015	129		$	16.75
Granted	182		11.24
Vested	(81	)	15.78
Forfeited/canceled	(9	)	15.40
Nonvested at May 31, 2016	221		$	12.62

We granted 182, 87 and 65 restricted stock units during fiscal 2016, 2015 and 2014, respectively. As of May 31, 2016, we have unrecognized share-based compensation cost of approximately $1,730 associated with restricted stock units. This cost is expected to be recognized over a weighted-average period of approximately 1.9 years. We had 231, 274 and 329 of vested restricted stock units as of May 31, 2016, 2015 and 2014, respectively, which received dividends upon vesting and are convertible to common shares five years after grant date.

The total fair value of shares that vested during fiscal 2016, 2015 and 2014 was $1,067, $807 and $1,414, respectively, which was calculated based on the closing price of our common stock on the Nasdaq Stock Market on the applicable date of vesting.

Accounting for Share-Based Payments

Accounting guidance requires all share-based payments to employees, including grants of restricted stock units, to be recognized as compensation expense in the consolidated financial statements based on their fair values. Compensation expense is recognized over the period that an employee provides service in exchange for the award, which is approximately three years.

Forfeitures are estimated at the date of grant based on historical experience. We use the market price of our common stock on the date of grant to calculate the fair value of each grant of restricted stock units.

We recorded $1,372, $1,292 and $1,356 of share-based compensation as part of selling, general and administrative expenses for fiscal 2016, 2015 and 2014, respectively.

We receive a tax deduction for certain restricted stock units on the date the related shares are issued, generally for (1) the fair value of our common stock at the date of issuance and (2) for dividends paid on vested restricted stock units where the underlying shares have not been issued. Excess tax benefits are realized when restricted stock units are issued and the tax deductions (fair value at issuance) are greater than the compensation expense for financial reporting purposes (fair value at the date of grant). Shortfalls are realized when the fair value at issuance is less than the fair value at grant. The total excess tax shortfall realized for fiscal 2016 was $30. The total excess tax benefit realized for fiscal 2015 and 2014 was $358 and $183, respectively.