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Shareholders' Equity
12 Months Ended
Dec. 31, 2022
Stockholders' Equity Note [Abstract]  
Shareholders' Equity Shareholders’ Equity
Preferred Shares
At December 31, 2022 and 2021, we had the following series of Cumulative Preferred Shares (“Preferred Shares”) outstanding:

   
At December 31, 2022
At December 31, 2021
SeriesEarliest Redemption DateDividend RateShares OutstandingLiquidation PreferenceShares OutstandingLiquidation Preference
   (Dollar amounts in thousands)
Series F6/2/20225.150 %11,200 $280,000 11,200 $280,000 
Series G8/9/20225.050 %12,000 300,000 12,000 300,000 
Series H3/11/20245.600 %11,400 285,000 11,400 285,000 
Series I9/12/20244.875 %12,650 316,250 12,650 316,250 
Series J11/15/20244.700 %10,350 258,750 10,350 258,750 
Series K12/20/20244.750 %9,200 230,000 9,200 230,000 
Series L6/17/20254.625 %22,600 565,000 22,600 565,000 
Series M8/14/20254.125 %9,200 230,000 9,200 230,000 
Series N10/6/20253.875 %11,300 282,500 11,300 282,500 
Series O11/17/20253.900 %6,800 170,000 6,800 170,000 
Series P6/16/20264.000 %24,150 603,750 24,150 603,750 
Series Q8/17/20263.950 %5,750 143,750 5,750 143,750 
Series R11/19/20264.000 %17,400 435,000 17,400 435,000 
Series S1/13/20274.100 %10,000 250,000 — — 
Total Preferred Shares174,000 $4,350,000 164,000 $4,100,000 
The holders of our Preferred Shares have general preference rights with respect to liquidation, quarterly distributions, and any accumulated unpaid distributions. Except as noted below, holders of the Preferred Shares do not have voting rights. In the event of a cumulative arrearage equal to six quarterly dividends, holders of all outstanding series of preferred shares (voting as a single class without regard to series) will have the right to elect two additional members to serve on our Board of Trustees (our “Board”) until the arrearage has been cured. At December 31, 2022, there were no dividends in arrears. The affirmative vote of at least 66.67% of the outstanding shares of a series of Preferred Shares is required for any material and adverse amendment to the terms of such series. The affirmative vote of at least 66.67% of the outstanding shares of all of our Preferred Shares, voting as a single class, is required to issue shares ranking senior to our Preferred Shares.
Except under certain conditions relating to the Company’s qualification as a REIT, the Preferred Shares are not redeemable prior to the dates indicated on the table above. On or after the respective dates, each of the series of Preferred Shares is redeemable at our option, in whole or in part, at $25.00 per depositary share, plus accrued and unpaid dividends. Holders of the Preferred Shares cannot require us to redeem such shares.
Upon issuance of our Preferred Shares, we classify the liquidation value as preferred equity on our consolidated balance sheet with any issuance costs recorded as a reduction to Paid-in capital.
During 2022, 2021, and 2020, we issued the following series of Preferred Shares at an issuance price of $25.00 per depository share with each depository share representing 0.001 of a share of Preferred Share (amounts in thousands):
YearSeriesSharesGross ProceedsIssuance Costs
2022S10,000 $250,000 $7,168 
2021P, Q and R47,300 1,182,500 35,045 
2020L, M, N and O49,900 1,247,500 39,294 
During 2021 and 2020, we redeemed the following series of Preferred Shares at par (none in 2022) (amounts in thousands):
YearSeriesAggregate Redemption Amount
Allocation of Income to Preferred Shares Holders in Connection with Redemption
2021C, D and E$875,000 $28,914 
2020 (a)V, W, X and B1,520,000 48,265 
(a)On December 14, 2020, we called for redemption of, and on January 20, 2021, we redeemed Series B Preferred Shares. The liquidation value (at par) was reclassified as a liability as of December 31, 2020 and we recorded allocation of income to the holders of our Preferred Shares in 2020 in connection with this redemption.
Common Shares
During 2022, 2021, and 2020, activity with respect to the issuance of our common shares was as follows (dollar amounts in thousands):
202220212020
SharesAmountSharesAmountSharesAmount
Employee stock-based compensation and exercise of stock options (Note 11)283,190 $35,405 552,713 $95,860 163,127 $12,664 
Our Board previously authorized the repurchase from time to time of up to 35.0 million of our common shares on the open market or in privately negotiated transactions. Through December 31, 2022, we repurchased approximately 23.7 million shares pursuant to this authorization; none of which were repurchased during the three years ended December 31, 2022.
The unaudited characterization of dividends for U.S. federal corporate income tax purposes is made based upon earnings and profits of the Company, as defined by the Code. Common share dividends paid, including amounts paid to our restricted share unitholders, totaled $3.714 billion ($21.15 per share), $1.402 billion ($8.00 per share), and $1.399 billion ($8.00 per share) for the years ended December 31, 2022, 2021, and 2020, respectively. Included in common share dividends paid during 2022 is $2.3 billion of a special cash dividend (“Special Dividend”) of $13.15 per common share paid on August 4, 2022 in connection with the sale of our equity investment in PSB on July 20, 2022. Preferred share dividends totaled $194.4 million, $186.6 million and $207.1 million for the years ended December 31, 2022, 2021, and 2020, respectively.
For the tax year ended December 31, 2022, distributions for the common shares and all the various series of preferred shares were classified as follows:
2022 (unaudited)
1st Quarter2nd Quarter8/4/2022 Special3rd Quarter4th Quarter
Ordinary Dividends29.61 %29.61 %39.66 %— %100.00 %
Capital Gain Distributions70.39 %70.39 %60.34 %100.00 %0.00 %
Total100.00 %100.00 %100.00 %100.00 %100.00 %
The ordinary income dividends distributed for the tax year ended December 31, 2022 are not qualified dividends under the Internal Revenue Code; however, they are subject to the 20% deduction under IRS Section 199A.