Note 5 - Stockholders' Equity

12 Months Ended

Dec. 31, 2017

Notes to Financial Statements

Stockholders' Equity Note Disclosure [Text Block]

5

.      Stockholders’ Equity

We are authorized to issue

135

million shares of all classes of stock, of which

15

million shares are designated Class A common stock,

100

million shares are designated common stock, and

20

million shares are designated “blank check” preferred stock for which our Board of Directors has the authority to determine the rights, powers,

limitations and restrictions. The rights of our common stock and Class A common stock are identical, except that our Class A common stock has

10

votes per share and our common stock has

one

vote per share. Our common stock and Class A common stock are entitled to receive cash dividends if declared, on an equal per-share basis. For the years ended

December 31, 2017,

2016

and

2015,

we did

not

declare or pay any common stock or Class A common stock dividends.

In

December

2017,

we completed an underwritten public offering of

17.25

million shares of our common stock at a price to the public of

$14.50

per share. The net proceeds from the offering were

$238.9

million, after deducting underwriting discounts of

$10.6

million and expenses of

$0.6

million. The proceeds of this offering are currently being held in our corporate treasury.

In

March

2015,

we completed an underwritten public offering of

13.5

million shares of our common stock at a price to the public of

$13.00

per share. The net proceeds from the offering were

$167.3

million, after deducting underwriting discounts of

$7.5

million and expenses of

$0.9

million.

We used the net proceeds from the offering to pay a significant portion of the consideration to complete the

2015

Acquisitions.

In each of

March

and

November 2004,

the Board of Directors of the Company authorized the Company to repurcha

se up to

2.0

million shares of the Company's common stock and Class A common stock. In

March 2006,

this authorization was increased to an aggregate of

5.0

million shares (the

“2004

-

2006

Repurchase Authorization”). As of

December 31, 2017,

279,200

shares remain available for repurchase under this authorization, which has

no

expiration date.

On

November 6, 2016,

the Board of Directors of the Company authorized the Company to purchase up to an additional

$75.0

million of our outstanding common stock prior to

December 31, 2019 (

the

“2016

Repurchase Authorization”). The

2016

Repurchase Authorization prohibits the Company from purchasing shares directly from the Company’s officers, directors, or the Gray Television, Inc. Capital Accumulation Plan (the

“401k

Plan”). During the year ended

December 31, 2017,

we purchased

322,038

shares of our common stock at an average purchase price of

$12.39

per share under the

2016

Repurchase Authorization, for a total cost of

$4.0

million. As of

December 31, 2017,

$69.0

million remains available to purchase shares of our common stock under the

2016

Repurchase Authorization.

The extent to which the Company repurchases any of its shares, the number of shares and the timing of any repurchases will depend on general market condition

s, regulatory requirements, alternative investment opportunities and other considerations. The Company is

not

required to repurchase a minimum number of shares, and the repurchase authorizations

may

be modified, suspended or terminated at any time without prior notice.

Under our various employee benefit plans, we

may,

at our discretion, issue authorized and unissued shares, or previously issued shares held in treasury, of our Class A common stock or common stock.

As of

December 31, 2017,

we had reserved

7,422,965

shares and

1,923,144

shares of our common stock and Class A common stock, respectively, for future issuance under various employee benefit plans. As of

December 31, 2016,

we had reserved

5,449,148

shares and

257,581

shares of our common stock and Class A common stock, respectively, for future issuance under various employee benefit plans.