Shareholders' Equity

12 Months Ended

Dec. 31, 2019

Shareholders’ Equity

On February 29, 2012, the Board of Directors adopted a cash dividend policy and declared an initial quarterly dividend of $0.15 per share. On October 28, 2013, the Board of Directors increased the quarterly dividend to $0.20 per share. The total dividend per share was $0.80 for each of 2019, 2018 and 2017. The fourth quarter dividend for 2019 was paid on January 7, 2020 to shareholders of record as of December 13, 2019. The total dividend payable was $5.7 million and $5.6 million at December 31, 2019 and 2018, respectively, and is included in other current liabilities in the consolidated balance sheet.

Our shareholders have authorized 500,000 shares of preferred stock, par value $.01 per share, which may be issued in one or more series by the Board of Directors without further action by the shareholders. As of December 31, 2019 and 2018, no preferred stock had been issued.

Our Board of Directors has authorized a $200.0 million share repurchase program. Through December 31, 2019, we have repurchased a total of 6.1 million shares of common stock aggregating $162.6 million under this authorization and have $37.4 million remaining available for share repurchases. The repurchase program calls for shares to be purchased in the open market or in private transactions from time to time. We may suspend or discontinue the share repurchase program at any time. During 2019, 2018, and 2017 we did not repurchase any shares.

We have reserved 7.3 million shares of common stock for issuance to employees and directors under two shareholder approved share-based compensation plans (the "Plans") of which approximately 4.1 million shares remain available for grant at December 31, 2019. The exercise price on all outstanding stock options and stock appreciation rights (“SARs”) is equal to the quoted fair market value of the stock at the date of grant. Restricted stock units (“RSUs”) and performance stock units (“PSUs”) are valued at the market value of the underlying stock on the date of grant. Stock options, SARs, RSUs and PSUs are generally non-transferable other than on death and generally become exercisable over a 4 to 5 year period from date of grant. Stock options and SARs expire 10 years from date of grant. SARs are only settled in shares of the Company’s stock. The issuance of shares pursuant to the exercise of stock options and SARs and vesting of RSUs and PSUs are from the Company’s treasury stock.

Total pre-tax stock-based compensation expense recognized in the consolidated statements of comprehensive income was $11.8 million, $10.0 million and $8.5 million for the years ended December 31, 2019, 2018 and 2017, respectively. These amounts are included in selling and administrative expense. Tax related benefits of $2.8 million, $2.3 million and $2.0 million

were also recognized for the years ended December 31, 2019, 2018 and 2017, respectively. Cash received from the exercise of stock options was $7.7 million, $3.5 million and $1.0 million for the years ended December 31, 2019, 2018 and 2017, respectively, and is reflected in cash flows from financing activities in the consolidated statements of cash flows.

The Company uses the Black-Scholes option pricing model to estimate the fair value of stock options and SARs at the date of grant. Use of a valuation model requires management to make certain assumptions with respect to select model inputs. Expected volatilities are based upon historical volatility of the Company’s stock over a period equal to the expected life of each stock option and SAR grant. The risk free interest rate is based on the stock option and SAR grant date for a traded U.S. Treasury bond with a maturity date closest to the expected life. The expected annual dividend yield is based on the Company's anticipated cash dividend payouts. The expected life represents the period of time that the stock options and SARs are expected to be outstanding based on a study of historical data of option holder exercise and termination behavior. Forfeitures are recognized as incurred.

The following table illustrates the assumptions used in estimating fair value in the years ended December 31, 2019, 2018 and 2017:



	2019			2018			2017
Grant date fair value of stock options and SARs	$	20.59		$	14.78		$	10.07
Expected stock price volatility	26.59		%	25.69		%	27.63		%
Risk-free interest rate	2.58		%	2.62		%	2.11		%
Expected annual dividend yield	1.08		%	1.34		%	1.87		%
Expected life of options & SARs (years)	5.6			5.7			5.8

The following table illustrates the stock option and SAR activity for the year ended December 31, 2019:



	Number of Shares (in 000’s)		Weighted- Average Exercise Price
Outstanding at December 31, 2018	2,851		$	47.67

Granted	860		$	78.78
Forfeited	(106	)	$	58.50
Exercised	(352	)	$	43.75

Outstanding at December 31, 2019	3,253		$	55.97
Exercisable at December 31, 2019	1,036		$	46.05
Stock options & SARs expected to vest	2,217		$	60.61

The weighted average remaining contractual term for SARs and stock options outstanding and exercisable at December 31, 2019 was 7.5 years and 6.3 years, respectively. The aggregate intrinsic value of SARs and stock options outstanding and exercisable at December 31, 2019 was $181.7 million and $68.2 million, respectively. The aggregate intrinsic value of stock options and SARs exercised during the years ended December 31, 2019, 2018 and 2017 was $17.0 million, $4.2 million and $2.7 million, respectively.

The following table illustrates the RSU and PSU activity for the year ended December 31, 2019:



	Number of Shares (in 000’s)		Weighted- Average Grant-Date Fair Value
Outstanding at December 31, 2018	187		$	43.46

Granted	38		$	78.64
Vested	(55	)	$	51.43
Forfeited	(1	)	$	43.68

Outstanding at December 31, 2019	169		$	48.94

The weighted average fair value of awards of RSUs granted in the years ended December 31, 2019, 2018 and 2017 was $78.64, $61.76 and $48.32, respectively.

The total fair value of RSUs and PSUs vested was $2.8 million, $3.0 million and $3.4 million for the years ended December 31, 2019, 2018 and 2017, respectively.

As of December 31, 2019, there was $28.7 million of total unrecognized compensation cost related to nonvested stock options, SARs, RSUs and PSUs granted under the Plans which is expected to be recognized over a weighted average period of 3.4 years.

We offer to our employees a shareholder-approved Employee Stock Purchase Plan (the “Employee Plan”), under which we reserved 1.0 million shares of common stock for issuance to our employees. The Employee Plan provides employees with the opportunity to invest from 1% to 10% of their annual salary to purchase shares of CONMED common stock at a purchase price equal to 95% of the fair market value of the common stock on the exercise date. During 2019, we issued approximately 18,104 shares of common stock under the Employee Plan. No stock-based compensation expense has been recognized in the accompanying consolidated financial statements as a result of common stock issuances under the Employee Plan.