Stockholders' Equity

3 Months Ended

Dec. 31, 2024

Shareholders' Equity and Share-based Payments [Text Block]

7. STOCKHOLDERS’ EQUITY

Equity Incentive Plan

The Company’s 2006 Equity Incentive Plan, as amended and restated (the “Equity Incentive Plan”), provides for grants of stock options as well as grants of stock, including restricted stock. Approximately 3.0 million shares of common stock are authorized for issuance under the Equity Incentive Plan, of which approximately 541,464 shares were available for issuance at December 31, 2024. The 2006 Equity Incentive Plan is due to expire in February 2026 unless prior to that time it is reauthorized pursuant to its terms and in accordance with applicable law, including shareholder and Board approval as applicable. On November 21, 2024, the Company's Board of Directors approved the Amended and Restated 2006 Equity Incentive Plan (the "Amended Plan") which authorizes the issuance of an additional 750,000 shares under the plan. The Amended Plan will become immediately effective if approved by shareholders at the Company's 2025 Annual Shareholders' Meeting to be held on February 20, 2025. The terms of the Amended Plan are described further in the Company's definitive Proxy Statement for its 2025 Annual Meeting of Stockholders, which was filed with the SEC on January 7, 2025.

Stock Repurchase Program

On July 31, 2024, our Board authorized a stock repurchase program for the purchase from time to time of up to $200,000 of the Company’s common stock after the previous stock repurchase program was fully utilized. Share purchases are made for cash in open market transactions at prevailing market prices or in privately negotiated transactions or otherwise. The timing and amount of purchases under the program are determined based upon prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. All or part of the repurchases may be implemented under a Rule 10b5-1 trading plan, which allows repurchases under predetermined terms at times when the Company might otherwise be prevented from purchasing under insider trading laws or because of self-imposed blackout periods. The program does not require the Company to purchase any specific number

of shares and may be modified, suspended, reinstated, or terminated at any time at the Company’s discretion and without notice. We repurchased 21,048 shares of our common stock during the three months ended December 31, 2024 in open market transactions at an average price of $209.90 per share. We had no repurchases of common stock in open market transactions during the three months ended December 31, 2023.

Treasury Stock

During the three months ended December 31, 2024, we issued 94,752 shares of common stock from treasury stock to employees and repurchased 38,744 shares of common stock from our employees to satisfy statutory tax withholding requirements upon the vesting of certain performance phantom stock units under the Equity Incentive Plan.

During the three months ended December 31, 2023, we issued 32,180 shares of common stock from treasury stock to employees and repurchased 12,422 shares of common stock from our employees to satisfy statutory tax withholding requirements upon the vesting of certain performance phantom stock units under the Equity Incentive Plan.

Director Phantom Stock Units

Director phantom stock units (“Director PSUs”) are granted to the members of the Board of Directors as part of their overall compensation. The Director PSUs are contractual rights to receive one share of the Company's common stock and are paid via unrestricted stock grants to each director upon their departure from the Board of Directors, or upon a change in control. We record compensation expense for the full value of the grant on the date of grant.

Employee Phantom Stock Units

An employee phantom stock unit (an “Employee PSU”) is a contractual right to receive one share of the Company’s common stock. Depending on the terms of each grant, Employee PSUs may vest upon the achievement of certain specified performance objectives and continued performance of services, or may vest based on continued performance of services through the vesting date.

A summary of Employee PSU activity for the three months ended December 31, 2024 is provided in the table below:


Unvested at September 30, 2024			300,301
Granted			77,958
Vested			(94,752)
Forfeited			(73)
Unvested at December 31, 2024			283,434

A summary of the compensation expense related to our stock awards recognized during the three months ended December 31, 2024 and 2023 is provided in the table below:


	Three Months Ended December 31,
	2024		2023

Director PSUs	$	159	$	97
Employee PSUs	$	1,787	$	1,316