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Stock-Based Compensation | 12 Months Ended
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May 31, 2023
Share-Based Payment Arrangement [Abstract] |
Stock-Based Compensation | NOTE J — STOCK-BASED COMPENSATION Stock-based compensation represents the cost related to stock-based awards granted to our associates and directors; these awards include restricted stock, restricted stock units, performance stocks, performance stock units and SARs. We grant stock-based incentive awards to our associates and our directors under various share-based compensation plans. The plan that is active or provides for stock option grants or share-based payment awards is the Amended and Restated 2014 Omnibus Equity and Incentive Plan (the “2014 Omnibus Plan”), which includes provisions for grants of restricted stock, restricted stock units, performance stock, performance stock units and SARs. Other plans, which provide for restricted stock grants only, include the 2003 Restricted Stock Plan for Directors (the “2003 Plan”) and the 2007 Restricted Stock Plan (the “2007 Plan”). The shares available for grant out of the 2003 Plan and the 2007 Plan have been exhausted, and all future grants will be issued from the 2014 Omnibus Plan. We measure stock-based compensation cost at the date of grant, based on the estimated fair value of the award. We recognize the cost as expense on a straight-line basis (net of estimated forfeitures) over the related vesting period. The following table represents total stock-based compensation expense included in our Consolidated Statements of Income:
Year Ended May 31, |  | 2023 |  |  | 2022 |  |  | 2021 |
(In thousands) |  |  |  |  |  |  |  |  |
Stock-based compensation expense, included in SG&A |  | $ | 28,723 |  |  | $ | 40,114 |  |  | $ | 40,926 |
Stock-based compensation expense, included in restructuring expense |  |  | (50 | ) |  |  | 630 |  |  |  | 47 |
Total stock-based compensation cost |  |  | 28,673 |  |  |  | 40,744 |  |  |  | 40,973 |
Income tax (benefit) |  |  | (4,234 | ) |  |  | (5,621 | ) |  |  | (6,877 | )
Total stock-based compensation cost, net of tax |  | $ | 24,439 |  |  | $ | 35,123 |  |  | $ | 34,096 |
SARs SARs are awards that allow our associates to receive shares of our common stock at a fixed price. We grant SARs at an exercise price equal to the stock price on the date of the grant. The fair value of SARs granted is estimated as of the date of grant using a Black-Scholes option-pricing model. The Black-Scholes option-pricing model was developed for use in estimating the fair value of traded options that have no vesting restrictions and are fully transferable. The risk-free rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant. The expected life of options granted is derived from the input of the option-pricing model and represents the period of time that options granted are expected to be outstanding. Expected volatility rates are based on historical volatility of shares of our common stock. The following is a summary of our weighted-average assumptions related to SARs grants made during the last three fiscal years:
Year Ended May 31, |  | 2023 |  |  | 2022 |  |  | 2021 |
Risk-free interest rate |  |  | 3.0 | % |  |  | 0.9 | % |  |  | 0.4 | %
Expected life of option |  | 6.0 yrs |  |  | 6.0 yrs |  |  | 6.5 yrs |
Expected dividend yield |  |  | 2.0 | % |  |  | 1.8 | % |  |  | 1.8 | %
Expected volatility rate |  |  | 23.6 | % |  |  | 24.1 | % |  |  | 24.0 | %
The 2014 Omnibus Plan was approved by our stockholders on October 9, 2014, and amendments to the 2014 Omnibus Plan were subsequently approved by our stockholders in 2018 and 2019. The 2014 Omnibus Plan provides us with the flexibility to grant a wide variety of stock and stock-based awards, as well as dollar-denominated performance-based awards, and is intended to be the primary stock-based award program for covered associates. SARs are issued at fair value at the date of grant, have up to ten-year terms and have graded-vesting terms over four years. Compensation cost for these awards is recognized on a straight-line basis over the related vesting period. Currently all SARs outstanding are to be settled with stock. As of May 31, 2023, there were 2,287,500 SARs outstanding. The following tables summarize option and share-based payment activity (including SARs) under these plans during the fiscal year ended May 31, 2023:
|  | 2023 |
Share-Based Payments |  | Weighted Average Exercise Price |  |  | Number of Shares Under Option |
(Shares in thousands) |  |  |  |  |  |
Balance at June 1, 2022 |  | $ | 63.16 |  |  |  | 2,300 |
Options granted |  |  | 81.01 |  |  |  | 360 |
Options exercised |  |  | 49.52 |  |  |  | (372 | )
Balance at May 31, 2023 |  |  | 68.19 |  |  |  | 2,288 |
Exercisable at May 31, 2023 |  | $ | 61.09 |  |  |  | 1,448 |
SARs |  | 2023 |  |  | 2022 |  |  | 2021 |
(In thousands, except per share amounts) |  |  |  |  |  |  |  |  |
Weighted-average grant-date fair value per SAR |  | $ | 18.09 |  |  | $ | 16.72 |  |  | $ | 14.38 |
Fair value of SARS vested |  |  | 14.19 |  |  |  | 13.49 |  |  |  | 12.59 |
Intrinsic value of options exercised |  |  | 11.26 |  |  |  | 13.77 |  |  |  | 8.80 |
Tax benefit from options exercised |  | $ | 3,292 |  |  | $ | 88 |  |  | $ | 8,821 |
At May 31, 2023, the aggregate intrinsic value and weighted-average remaining contractual life of options outstanding was $29.4 million and 5.95 years, respectively, while the aggregate intrinsic value and weighted-average remaining contractual life of options exercisable was $27.8 million and 4.65 years, respectively. At May 31, 2023, the total unamortized stock-based compensation expense related to SARs that were previously granted was $9.3 million, which is expected to be recognized over 2.51 years. We anticipate that approximately 2.3 million shares at a weighted-average exercise price of $68.17 and a weighted-average remaining contractual term of 5.94 years will ultimately vest under these plans. Restricted Stock Plans We also grant stock-based awards, which may be made in the form of restricted stock, restricted stock units, performance stock and performance stock units. These awards are granted to eligible associates or directors and entitle the holder to shares of our common stock as the award vests. The fair value of the awards is determined and fixed based on the stock price at the date of grant. A description of our restricted stock plans follows. Under the 2014 Omnibus Plan, a total of 6,000,000 shares of our common stock may be subject to awards. Of those issuable shares, up to 3,000,000 shares of common stock may be subject to “full-value” awards. In October 2019, shareholders approved an amendment to the 2014 Omnibus Plan making an additional 5,000,000 shares of common stock subject to awards. Of those additional issuable shares, 2,250,000 shares may be subject to “full-value” awards similar to those issued under the 2014 Omnibus Plan. The following table summarizes the share-based performance-earned restricted stock (“PERS”) and performance stock units (“PSUs”) activity during the fiscal year ended May 31, 2023:
|  | Weighted-Average |  |  |  |
|  | Grant-Date |  |  |  |
|  | Fair Value |  |  | 2023 |
(Shares in thousands) |  |  |  |  |  |
Balance at June 1, 2022 |  | $ | 77.71 |  |  |  | 1,110 |
Shares granted |  |  | 81.03 |  |  |  | 223 |
Shares forfeited |  |  | 75.03 |  |  |  | (68 | )
Shares vested |  |  | 66.50 |  |  |  | (359 | )
Balance at May 31, 2023 |  | $ | 83.17 |  |  |  | 906 |
The weighted-average grant-date fair value was $81.03, $86.88 and $80.67 for the fiscal years ended May 31, 2023, 2022 and 2021, respectively. The restricted stock and performance stock cliff vest after three years. Nonvested restricted shares of common stock under the 2014 Omnibus Plan are eligible for dividend payments, while performance stock units are not eligible for dividend payments. At May 31, 2023, remaining unamortized deferred compensation expense for performance-earned restricted stock totaled $11.5 million. The remaining amount is being amortized over the applicable vesting period for each participant. The Performance Stock Units (“PSU”) have been granted to certain executives and the awards are contingent upon the level of attainment of performance goals for the three-year performance period. Vesting of 50% of the PSUs relates to compounded annualized growth rates in adjusted revenue for the period, and the vesting of the remaining 50% relates to an increase in EBIT margin, measured at the end of the three-year performance period. The number of PSUs that may vest with respect to the achievement of the performance goals may range from 0% to 200% of the PSUs granted under this program. Compensation cost for these awards has been recognized on a straight-line basis over the related performance period, with consideration given to the probability of attaining the performance goals. The following table sets forth such awards for the year ended May 31, 2023:
Performance Stock Units ("PSUs") |  | Shares Granted |  | Weighted-Average Grant Date Fair Value |  |  | Shares Outstanding as of May 31, 2023 |  |  | Unamortized Expense, as of May 31, 2023 |
(In thousands, except per share amounts) |  |  |  |  |  |  |  |  |  |  |
2020 PSUs (1) |  | 226 |  | $ | 78.49 |  |  |  | 181 |  |  | $ | — |
2021 PSU's (2) |  | 158 |  |  | 86.93 |  |  |  | 137 |  |  |  | 4,188 |
2022 PSU's (3) |  | 162 |  |  | 81.01 |  |  |  | 156 |  |  |  | 5,427 |
(1) The "2020 PSUs" were granted on July 22, 2020. The expense has been fully recognized, in line with the final results achieved for the three-year performance plan. (2) The "2021 PSUs were granted on July 21, 2021. The unamortized expense is expected to be recognized over a weighted average period of 1.0 years. (3) The "2022 PSUs were granted on July 18, 2022. The unamortized expense is expected to be recognized over a weighted average period of 2.0 years. The 2003 Plan was approved on October 10, 2003 by our stockholders and was established primarily for the purpose of recruiting and retaining directors and to align the interests of directors with the interests of our stockholders. Only directors who are not our associates are eligible to participate. Under the 2003 Plan, up to 500,000 shares of our common stock may be awarded, with awards cliff vesting over a three-year period. The shares available for grant out of the 2003 Plan have been exhausted, and all future grants will be issued from the 2014 Omnibus Plan. The following table summarizes the share-based activity under the 2003 Plan and 2014 Omnibus Plan related to directors during fiscal 2023:
|  | Weighted-Average |  |  |  |
|  | Grant-Date |  |  |  |
|  | Fair Value |  |  | 2023 |
(Shares in thousands) |  |  |  |  |  |
Balance at June 1, 2022 |  | $ | 77.95 |  |  |  | 56 |
Shares granted to directors |  |  | 92.87 |  |  |  | 21 |
Shares vested |  |  | 69.70 |  |  |  | (25 | )
Balance at May 31, 2023 |  | $ | 87.75 |  |  |  | 52 |
The weighted-average grant-date fair value was $92.87, $81.53 and $87.35 for the fiscal years ended May 31, 2023, 2022 and 2021, respectively. Unamortized deferred compensation expense relating to restricted stock grants for directors of $2.3 million at May 31, 2023, is being amortized over the applicable remaining vesting period for each director. Nonvested restricted shares of common stock under the 2003 Plan are eligible for dividend payments. The shares available for grant out of the 2003 Plan have been exhausted, and all future grants will be issued from the 2014 Omnibus Plan. During fiscal 2023, a total of 23,705 shares were awarded under the 2014 Omnibus Plan to certain associates as supplemental retirement benefits, generally subject to forfeiture. The shares vest upon the latter of attainment of age 55 and the fifth anniversary of the May 31st immediately preceding the date of the grant. The following table sets forth such awards for the year ended May 31, 2023:
|  | Weighted-Average |  |  |  |
|  | Grant-Date |  |  |  |
|  | Fair Value |  |  | 2023 |
(Shares in thousands) |  |  |  |  |  |
Balance at June 1, 2022 |  | $ | 40.08 |  |  |  | 386 |
Shares granted |  |  | 81.01 |  |  |  | 24 |
Shares forfeited |  |  | 72.12 |  |  |  | (7 | )
Shares exercised |  |  | 64.03 |  |  |  | (13 | )
Balance at May 31, 2023 |  | $ | 41.37 |  |  |  | 390 |
The weighted-average grant-date fair value was $81.01, $86.93 and $78.49 for the fiscal years ended May 31, 2023, 2022 and 2021, respectively. As noted above, no shares remain available for future grant under the 2007 Plan, and future issuances of shares as supplemental retirement benefits are made under the 2014 Omnibus Plan. At May 31, 2023, unamortized stock-based compensation expense of $4.1 million relating to the 2014 Omnibus Plan is being amortized over the applicable vesting period associated with each participant. The following table summarizes the activity for all nonvested restricted shares during the year ended May 31, 2023:
|  | Weighted-Average |  |  |  |
|  | Grant-Date Fair |  |  | Number of |
|  | Value |  |  | Shares |
(Shares in thousands) |  |  |  |  |  |
Balance at June 1, 2022 |  | $ | 76.38 |  |  |  | 1,296 |
Granted |  |  | 81.95 |  |  |  | 268 |
Vested |  |  | 66.19 |  |  |  | (432 | )
Forfeited |  |  | 79.90 |  |  |  | (54 | )
Balance at May 31, 2023 |  | $ | 81.66 |  |  |  | 1,078 |
The fair value of the nonvested restricted share awards have been calculated using the market value of the shares on the date of issuance. Total unrecognized compensation cost related to all nonvested awards of restricted shares of common stock was $27.5 million as of May 31, 2023. The remaining weighted-average contractual term of nonvested restricted shares at May 31, 2023 is the same as the period over which the remaining cost of the awards will be recognized, which is approximately 2.13 years. We anticipate that approximately 1.08 million shares will ultimately vest, based upon the unique terms and participants of each plan. We did not receive any cash from associates as a result of associate vesting and release of restricted shares for the year ended May 31, 2023. The following table summarizes the grant date and vested values of restricted shares during the last three fiscal years:
Year Ended May 31, |  | Weighted-Average Grant Date Fair Value |  |  | Fair Value of Restricted Shares Vested |  |  | Shares of Restricted Stock Vested |  |  | Intrinsic Value of Restricted Shares Vested |
(In thousands, except per share amounts) |  |  |  |  |  |  |  |  |  |  |  |
2021 |  | $ | 80.77 |  |  | $ | 12,505 |  |  |  | 250 |  |  | $ | 20,670 |
2022 |  |  | 86.68 |  |  |  | 27,163 |  |  |  | 441 |  |  |  | 33,032 |
2023 |  |  | 81.95 |  |  |  | 28,553 |  |  |  | 432 |  |  |  | 33,186 |

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