Stockholders' Equity

9 Months Ended

Oct. 31, 2021

Stockholders’ Equity

Common Stock

As of October 31, 2021, there were 193 million shares of Class A common stock, net of treasury stock, and 57 million shares of Class B common stock outstanding. The rights of the holders of Class A common stock and Class B common stock are identical, except with respect to voting and conversion. Each share of Class A common stock is entitled to one vote per share and each share of Class B common stock is entitled to 10 votes per share. Each share of Class B common stock can be converted into a share of Class A common stock at any time at the option of the holder.

Employee Equity Plans

Our 2012 Equity Incentive Plan (“EIP”) serves as the successor to our 2005 Stock Plan (together with the EIP, the “Stock Plans”). As of October 31, 2021, we had 58 million shares of Class A common stock available for future grants.

We also have a 2012 Employee Stock Purchase Plan (“ESPP”). Under the ESPP, eligible employees are granted options to purchase shares at the lower of 85% of the fair market value of the stock at the time of grant or 85% of the fair market value at the time of exercise. Options to purchase shares are granted twice yearly on or about June 1 and December 1, and are exercisable on or about the succeeding November 30 and May 31, respectively. As of October 31, 2021, 4 million shares of Class A common stock were available for issuance under the ESPP.

Restricted Stock Units

The Stock Plans provide for the issuance of restricted stock units (“RSUs”) to employees and non-employees. RSUs generally vest over four years. A summary of information related to RSU activity during the nine months ended October 31, 2021, is as follows (in thousands, except per share data):


	Number of Shares	Weighted-Average Grant Date Fair Value
Balance as of January 31, 2021	13,168	$	154.90
RSUs granted	5,651	257.78
RSUs vested	(5,103)	147.99
RSUs forfeited	(1,101)	181.72
Balance as of October 31, 2021	12,615	201.44

As of October 31, 2021, there was a total of $2.0 billion in unrecognized compensation cost, adjusted for estimated forfeitures, related to unvested RSUs, which is expected to be recognized over a weighted-average period of approximately three years.

Performance-Based Restricted Stock Units

During fiscal 2022, 0.3 million shares of performance-based restricted stock units (“PRSUs”) were granted to employees below the level of vice president that included both service conditions and performance conditions related to company-wide goals. We expect to grant additional shares related to this program for employees hired in fiscal 2022. These PRSU awards will vest if the performance conditions are achieved for the fiscal year ending January 31, 2022, and if the individual employee continues to provide service through the vesting date of March 15, 2022. We recognized compensation cost related to these PRSUs of $24 million and $35 million during the three and nine months ended October 31, 2021, respectively. A total of $37 million in unrecognized compensation cost is expected to be recognized over a weighted-average period of approximately five months.

During fiscal 2021, 0.6 million shares of PRSUs were granted to all employees other than executive management that included both service conditions and performance conditions related to company-wide goals. These performance conditions were met and the PRSUs vested on March 15, 2021. We recognized $17 million in compensation cost related to these PRSUs during the nine months ended October 31, 2021.

Stock Options

The Stock Plans provide for the issuance of incentive and nonstatutory stock options to employees and non-employees. Stock options issued under the Stock Plans generally are exercisable for periods not to exceed ten years and generally vest over five years. A summary of information related to stock option activity during the nine months ended October 31, 2021, is as follows (in millions, except number of shares which are reflected in thousands and per share data):


	Outstanding Stock Options	Weighted-Average Exercise Price		Aggregate Intrinsic Value
Balance as of January 31, 2021	1,260	$	13.55	$	270

Stock options exercised	(671)	9.01
Stock options canceled	(13)	35.55
Balance as of October 31, 2021	576	18.34		156
Vested and expected to vest as of October 31, 2021	575	18.33		156
Exercisable as of October 31, 2021	545	17.23		149

As of October 31, 2021, there was a total of $2 million in unrecognized compensation cost, adjusted for estimated forfeitures, related to unvested stock options, which is expected to be recognized over a weighted-average period of approximately one year.