XML 34 R19.htm IDEA: XBRL DOCUMENT v3.20.2
Stockholders' Equity
 12 Months Ended
Aug. 31, 2020
Share-based Payment Arrangement [Abstract]  
Stockholders' Equity Stockholders’ Equity
The Company recognized stock-based compensation expense within selling, general and administrative expense as follows (in thousands):
 
Fiscal Year Ended August 31,
 
2020
 
2019
 
2018
Restricted stock units(1)
$
73,775

 
$
53,766

 
$
84,082

Employee stock purchase plan
9,309

 
7,580

 
6,891

Other(2)
—

 
—

 
7,538

Total
$
83,084

 
$
61,346

 
$
98,511


 
(1) 
As a result of a modification, 0.8 million awards vested during fiscal year 2018, which resulted in approximately $24.9 million of stock-based compensation expense recognized during the fiscal year ended August 31, 2018.
(2) 
For the fiscal year ended August 31, 2018, represents a one-time cash-settled stock award that vested on November 30, 2017.
Equity Compensation Plan
The 2011 Stock Award and Incentive Plan (the “2011 Plan”) provides for the grant of restricted stock awards, restricted stock unit awards and other stock-based awards. The maximum aggregate number of shares that may be subject to awards under the 2011 Plan is 23,300,000.
Following is a reconciliation of the shares available to be issued under the 2011 Plan as of August 31, 2020:
 
Shares Available for Grant
Balance as of August 31, 2019
12,040,581

SARS canceled
601

Restricted stock units granted, net of forfeitures(1)
(1,431,674
)
Balance as of August 31, 2020
10,609,508

 
 

(1) 
Represents the maximum number of shares that can be issued based on the achievement of certain performance criteria.
Stock Appreciation Rights (“SARS”)
The following table summarizes SARS activity from August 31, 2019 through August 31, 2020:
 
SARS
Outstanding
 
Average
Intrinsic Value
(in thousands)
 
Weighted-
Average
Exercise
Price
 
Weighted-
Average
Remaining
Contractual
Life (years)
Outstanding as of August 31, 2019
123,501

 
$
1,278

 
$
18.46

 
2.11
SARS canceled
(601
)
 

 
$
14.88

 

SARS exercised
(107,900
)
 

 
$
18.48

 

Outstanding and exercisable as of August 31, 2020
15,000

 
$
235

 
$
18.49

 
1.13

Restricted Stock Units
Certain key employees have been granted time-based, performance-based and market-based restricted stock units. The time-based restricted stock units granted generally vest on a graded vesting schedule over three years. The performance-based restricted stock units generally vest on a cliff vesting schedule over three years and up to a maximum of 150%, depending on the specified performance condition and the level of achievement obtained. The performance-based restricted stock units have a vesting condition that is based upon the Company’s cumulative adjusted core earnings per share during the performance period. The market-based restricted stock units generally vest on a cliff vesting schedule over three years and up to a maximum of 200%, depending on the specified performance condition and the level of achievement obtained. The market-based restricted stock units have a vesting condition that is tied to the Company’s total shareholder return based on the Company’s stock performance in relation to the companies in the Standard and Poor’s (S&P) Super Composite Technology Hardware and Equipment Index excluding the Company.
The following table summarizes restricted stock units activity from August 31, 2019 through August 31, 2020:
 
Shares
 
Weighted-
Average
Grant-Date
Fair Value
Outstanding as of August 31, 2019
7,165,473

 
$
26.27

Changes during the period
 
 
 
Shares granted(1)
2,280,625

 
$
42.21

Shares vested
(2,259,623
)
 
$
24.69

Shares forfeited
(848,951
)
 
$
25.77

Outstanding as of August 31, 2020
6,337,524

 
$
32.64

 
(1) 
For those shares granted that are based on the achievement of certain performance criteria, the amount represents the maximum number of shares that can vest. During the fiscal year ended August 31, 2020, the Company awarded approximately 1.2 million time-based restricted stock units, 0.3 million performance-based restricted stock units and 0.3 million market-based restricted stock units based on target performance criteria.
The following table represents the restricted stock units and SARS stock-based compensation information for the periods indicated (in thousands):
 
Fiscal Year Ended August 31,
 
2020
 
2019
 
2018
Intrinsic value of SARS exercised
$
2,329

 
$
335

 
$
909

Fair value of restricted stock units vested
$
55,799

 
$
49,725

 
$
62,592

Tax benefit for stock compensation expense(1)
$
1,159

 
$
611

 
$
1,122

Unrecognized stock-based compensation expense — restricted stock units
$
38,909

 
 
 
 
Remaining weighted-average period for restricted stock units expense
1.3 years

 
 
 
 
 
 
(1) 
Classified as income tax expense within the Consolidated Statements of Operations.
Employee Stock Purchase Plan
The maximum aggregate number of shares that are available for issuance under the 2011 Employee Stock Purchase Plan (the “ESPP”) is 12,000,000.
Employees are eligible to participate in the ESPP after 90 days of employment with the Company. The ESPP permits eligible employees to purchase common stock through payroll deductions, which may not exceed 10% of an employee’s compensation, as defined in the ESPP, at a price equal to 85% of the fair value of the common stock at the beginning or end of the offering period, whichever is lower. The ESPP is intended to qualify under Section 423 of the Internal Revenue Code. As of August 31, 2020, 2,290,167 shares remained available for issue under the 2011 ESPP.
The fair value of shares issued under the ESPP was estimated on the commencement date of each offering period using the Black-Scholes option pricing model. The following weighted-average assumptions were used in the model for each respective period:
 
Fiscal Year Ended August 31,
 
2020
 
2019
 
2018
Expected dividend yield
0.4
%
 
0.6
%
 
0.6
%
Risk-free interest rate
1.9
%
 
2.3
%
 
1.4
%
Expected volatility (1)
30.7
%
 
28.6
%
 
23.0
%
Expected life
0.5 years

 
0.5 years

 
0.5 years

 
(1) 
The expected volatility was estimated using the historical volatility derived from the Company’s common stock.
Dividends
The following table sets forth certain information relating to the Company’s cash dividends declared to common stockholders during fiscal years 2020 and 2019:
 
Dividend
Declaration Date
 
Dividend
per Share
 
Total of Cash
Dividends
Declared
 
Date of Record for
Dividend Payment
 
Dividend Cash
Payment Date
 
(in thousands, except for per share data)
Fiscal Year 2020:
October 17, 2019
 
$
0.08

 
$
12,647

 
November 15, 2019
 
December 2, 2019
 
January 23, 2020
 
$
0.08

 
$
12,517

 
February 14, 2020
 
March 4, 2020
 
April 15, 2020
 
$
0.08

 
$
12,452

 
May 15, 2020
 
June 3, 2020
 
July 16, 2020
 
$
0.08

 
$
12,433

 
August 14, 2020
 
September 2, 2020
Fiscal Year 2019:
October 18, 2018
 
$
0.08

 
$
13,226

 
November 15, 2018
 
December 3, 2018
 
January 24, 2019
 
$
0.08

 
$
12,706

 
February 15, 2019
 
March 1, 2019
 
April 18, 2019
 
$
0.08

 
$
12,681

 
May 15, 2019
 
June 3, 2019
 
July 18, 2019
 
$
0.08

 
$
12,724

 
August 15, 2019
 
September 3, 2019

Common Stock Outstanding
The following represents the common stock outstanding for the fiscal year ended:
 
Fiscal Year Ended August 31,
 
2020
 
2019
 
2018
Common stock outstanding:
 
 
 
 
 
Beginning balances
153,520,380

 
164,588,172

 
177,727,653

Shares issued upon exercise of stock options
56,999

 
11,348

 
30,832

Shares issued under employee stock purchase plan
1,106,852

 
1,282,042

 
1,105,400

Vesting of restricted stock
2,259,623

 
1,983,261

 
2,727,229

Purchases of treasury stock under employee stock plans
(621,250
)
 
(489,836
)
 
(793,052
)
Treasury shares purchased(1)(2)
(5,992,246
)
 
(13,854,607
)
 
(16,209,890
)
Ending balances
150,330,358

 
153,520,380

 
164,588,172


 
 
(1) 
During fiscal years 2018 and 2017, the Company’s Board of Directors (“the Board”) authorized the repurchase of $350.0 million and $450.0 million, respectively, of the Company’s common stock under share repurchase programs, which were repurchased during fiscal years 2019 and 2018, respectively.
(2) 
In September 2019, the Board authorized the repurchase of up to $600.0 million of the Company’s common stock as part of a two-year capital allocation framework (“the 2020 Share Repurchase Program”). As of August 31, 2020, 6.0 million shares had been repurchased for $213.9 million and $386.1 million remains available under the 2020 Share Repurchase Program.