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Stockholders' Equity
6 Months Ended
Dec. 31, 2017
Stockholders' Equity [Abstract]  
Stockholders' Equity

(10)    Stockholders’ Equity



Common Stock.    During the six months ended December 31, 2017, we repurchased 100,000 shares at a cost of $8.5 million.  Since the inception of our share repurchase programs and through December 31, 2017, we have repurchased a total of 41.2 million shares at a cost of $1.5 billion.  Shares that are repurchased are classified as treasury stock pending future use and reduce the number of shares outstanding used in calculating earnings per share. There is no expiration date for this program, and the program may be accelerated, suspended, delayed or discontinued at any time at the discretion of our board of directors. At December 31, 2017,  13.5 million additional shares can be repurchased under the approved share repurchase program.



Preferred Stock.    In April 1997, the board of directors designated 2.0 million shares of our $0.01 par value preferred stock as Series A Junior Participating Preferred Stock. No shares were issued or outstanding at December 31, 2017 and June 30, 2017.



Stock Options and Restricted Stock Units.    We have granted stock options and restricted stock units to personnel, including officers and directors, in accordance with the amended and restated ResMed Inc. 2009 Incentive Award Plan (as amended and restated the “2009 Plan”).  The options have expiration dates of seven years from the date of grant and the options and restricted stock units vest over one to four years.



At the annual meeting of our stockholders in November 2017, our stockholders approved an amendment and restatement to the 2009 Plan to increase the number of shares of common stock that may be issued or transferred pursuant to awards under the 2009 Plan by 7.4 million. While these additional shares have been authorized by the stockholders, they are pending registration with the SEC. 



The amendment and restatement imposed a maximum award amount which may be granted under the 2009 Plan to non-employee director in a calendar year, which when taken together with any other cash fees earned for services as a non-employee director during the calendar year, has a total value of $0.7 million, or $1.2 million in the case of a non-employee director who is also serving as chairman of our board of directors. The amendment and restatement also increased the maximum amount payable pursuant to cash-denominated performance awards granted to any US Internal Revenue Code Section 162(m) “covered employee” in any calendar year from $3.0 million to $5.0 million. In addition, the amendment and restatement extended the existing prohibition on the payment of dividends or dividend equivalents on unvested awards to apply to all awards, including time-based restricted stock, deferred stock and stock payment. The term of the 2009 Plan was extended by four years so that the plan expires on September 11, 2027. The amendment became effective on the date of adoption by our board of directors which was September 11, 2017.



At December 31, 2017, the maximum number of shares of our common stock authorized for issuance under the 2009 Plan is 51.1 million shares. The number of securities remaining available for future issuance under the 2009 Plan at December 31, 2017 is 17.6 million. 

The following table summarizes option activity during the six months ended December 31, 2017:



 

 

 

 

 

 

 

 



 

Options

 

Weighted Average
Exercise Price

 

Weighted Average Remaining Contractual Term in Years

Outstanding at beginning of period

 

 

1,495,573 

 

$

47.09 

 

3.9

Granted

 

 

238,815 

 

 

84.98 

 

 

Exercised

 

 

(362,522)

 

 

33.34 

 

 

Forfeited

 

 

 -

 

 

 -

 

 

Outstanding at end of period

 

 

1,371,866 

 

$

57.32 

 

4.5

Exercise price of granted options

 

$

84.98 

 

 

 

 

 

Options exercisable at end of period

 

 

849,755 

 

$

49.14 

 

 



The following table summarizes the activity of restricted stock units during the six months ended December 31, 2017:



 

 

 

 

 

 

 

 



 

Restricted
Stock
Units

 

Weighted Average
Grant-Date
Fair Value

 

Weighted Average Remaining Contractual Term in Years

Outstanding at beginning of period

 

 

1,906,394 

 

$

53.26 

 

1.6

Granted

 

 

472,155 

 

 

80.07 

 

 

Vested

 

 

(624,617)

 

 

52.05 

 

 

Expired

 

 

(8,415)

 

 

53.25 

 

 

Forfeited

 

 

(13,023)

 

 

53.25 

 

 

Outstanding at end of period

 

 

1,732,494 

 

$

62.53 

 

2.1



Employee Stock Purchase Plan (the “ESPP”).    Under the ESPP, we offer participants the right to purchase shares of our common stock at a discount during successive offering periods. During the six months ended December 31, 2017 and December 31, 2016, we issued 148,000 and 142,000 shares to our employees associated with the ESPP, respectively. At December 31, 2017, the number of shares remaining available for future issuance under the ESPP is 0.7 million shares.