Stockholders' Equity

6 Months Ended

Jun. 30, 2015

Stockholders' Equity

Stockholders' Equity

5. Stockholders’ Equity

On April 21, 2015, our Board of Directors (“Board”) approved a cash dividend of $0.165 per share which was paid on May 19, 2015 to the stockholders of record at the close of business on May 6, 2015.  Future decisions to pay, increase or decrease dividends are at the discretion of the Board and will be dependent on our operating performance, financial condition, capital expenditure requirements and such other factors that the Board considers relevant.

In July 2013, our Board increased the authorization to repurchase our common stock by 7.5 million shares to 48.5 million shares.  Under this and all previous authorizations, we have cumulatively repurchased 43.7 million shares at a total cost of $1,242.8 million through June 30, 2015, including 0.1 million shares of our common stock at a cost of $3.8 million during the second quarter of fiscal 2015.  Repurchased common stock is reflected as a reduction of stockholders’ equity.

Our share repurchase authorization does not have an expiration date, does not require us to purchase a specific number of shares and may be modified, suspended or terminated at any time.  Shares may be repurchased in the open market or through privately negotiated transactions at times and prices considered appropriate by us.  Purchases in the open market are made in compliance with Rule 10b-18 under the Securities Exchange Act of 1934, as amended (the “Act”).  We make the determination to repurchase shares based on several factors, including an evaluation of current and future capital needs associated with new restaurant development, current and forecasted cash flows, including dividend payments, a review of our capital structure and cost of capital, our share price and current market conditions.  The timing and number of shares repurchased are also subject to legal constraints and financial covenants under our Facility that limit share repurchases based on a defined ratio.  See Note 3 for further discussion of our long-term debt.  Our objectives with regards to share repurchases are to offset the dilution to our shares outstanding that results from equity compensation grants and to supplement our earnings per share growth.

On October 20, 2014, our Board approved the adoption of a prearranged share repurchase plan under Rule 10b5-1 (“10b5-1 Plan”) of the Act, which was effective from January 2, 2015 through June 30, 2015.  This 10b5-1 Plan terminated on June 30, 2015 in accordance with its terms.

On February 27, 2015, we entered into an ASR program with a financial institution to repurchase $75 million of our common stock.  The minimum number of shares to be repurchased, 1.5 million, was delivered during March 2015.  The program concluded on July 27, 2015 with no additional share delivered.