Capital Stock and Dividend Restrictions

12 Months Ended

Dec. 31, 2014

Equity [Abstract]

Capital Stock and Dividend Restrictions

CAPITAL STOCK AND DIVIDEND RESTRICTIONS

The Company's authorized common stock consists of 200,000,000 shares, of which, 100,000,000 shares are designated as Class A common stock and 100,000,000 are designated as Class B common stock. The Class A common stock has one vote per share. The Class B common stock has five votes per share and is convertible to Class A common stock on a share-for-share basis at any time.

The Company had 21,928,932 shares of Class A common stock and 23,859,483 shares of Class B common stock outstanding as of December 31, 2014. The Company had 19,868,018 shares of Class A common stock and 24,287,045 shares of Class B common stock outstanding as of December 31, 2013.

On July 31, 2014, the Company issued 1,378,230 shares of its Class A common stock with an aggregate value of $35,972 as partial consideration for the acquisition of MWFC. In addition, the Company issued 24,581 shares of its Class A common stock with an aggregate value of $620 to directors for their service on the Company's board of directors during 2014. The Company issued 26,096 shares of its Class A common stock with an aggregate value of $543 to directors for their service on the Company's board of directors during 2013.

During 2014, the Company repurchased and retired 362,121 shares of its Class A common stock in a combination of open market and privately negotiated transactions at an aggregate purchase price of $9,078, or a weighted average price of $25.07 per share. The repurchases were made pursuant to a stock repurchase program approved by the Company's Board of Directors. All other stock repurchases during 2014 and 2013 were redemptions of vested restricted shares tendered in lieu of cash for payment of income tax withholding amounts by participants of the Company's 2006 Equity Compensation Plan.

On January 24, 2014, the Company filed a Registration Statement on Form S-8 to register an additional 1,500,000 share of Class A common stock to be issued pursuant to the Company's 2006 Equity Compensation Plan, as amended and restated.

As of December 31, 2012, the Company had 5,000 shares of 6.75% Series A noncumulative redeemable preferred stock (“Series A Preferred Stock”) issued with an aggregate value of $50,000. The Series A Preferred Stock ranked senior to the Company’s common stock with respect to dividend and liquidation rights and had no voting rights. Holders of the Series A Preferred Stock were entitled to receive, if and when declared, noncumulative dividends at an annual rate of $675 per share, based on a 360 day year. The Company redeemed all of the Series A Preferred Stock on January 18, 2013 at an aggregate redemption price of $50,150, or $10,000 per share plus all accrued and unpaid dividends. Upon notice to holders of the redemption in December 2012, the Series A Preferred Stock was reclassified from stockholders' equity to a liability.

The payment of dividends by subsidiary banks is subject to various federal and state regulatory limitations. In general, a bank is limited, without the prior consent of its regulators, to paying dividends that do not exceed current year net profits together with retained earnings from the two preceding calendar years. The Company’s debt instruments also include limitations on the payment of dividends.