Stockholders’ Equity

Common Stock

The Company is authorized to issue up to 150.0 million shares of voting common stock and 3.0 million shares of class B non-voting common stock. As more fully described in Note 8, the Company is party to an equity distribution program under which the Company may sell shares of its common stock.

The Company’s Board of Directors authorized share repurchase programs in January 2018 and January 2017, authorizing the Company to repurchase up to 3.4 million and 1.9 million shares of its common stock, respectively, and these authorizations have no expiry. For the year ended December 31, 2018, the Company repurchased 3.3 million shares of this total authorized amount, at an average price per share of $150.31. As of December 31, 2018, 1.7 million shares remained available for repurchase under the January 2018 share repurchase program and no shares remained available for repurchase under the January 2017 program.

The following is a summary of the Company’s share repurchase activity:



Year	Shares Repurchased	Average Price
2016	0.2	$	161.16
2017	2.4	173.19
2018	3.3	150.31

Forward Equity and Equity Distribution Program

In 2016, the Company entered into an agreement to sell approximately 2.9 million shares of its common stock at a price of $167.25 per share on a forward basis. In 2016, the Company issued 2.7 million shares to settle a portion of this forward equity sale and received proceeds of $440.3 million, and net settled 0.2 million shares for cash at an average share price of $144.59. This agreement is no longer in effect.

In 2016, the Company entered into separate equity distribution and forward equity agreements with several major securities firms under which the Company may, from time to time, issue and sell shares of its common stock (immediately or on a forward basis) having an aggregate sales price of up to $500.0 million (the “equity distribution program”). As of December 31, 2018, no sales had occurred under the equity distribution program.

Preferred Stock

The Company is authorized to issue up to 5.0 million shares of Preferred Stock. Any such Preferred Stock issued by the Company may rank prior to common stock as to dividend rights, liquidation preference or both, may have full or limited voting rights and may be convertible into shares of common stock.

Financial Instruments

The Company’s junior convertible securities contain an embedded right for holders to receive shares of the Company’s common stock under certain conditions. These arrangements, as well as the equity distribution program, meet the definition of equity and are not required to be accounted for separately as derivative financial instruments.