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Subsequent Event | 3 Months Ended
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Mar. 31, 2024
Subsequent Events [Abstract] |
Subsequent Event | Subsequent Events Board Leadership Transition On May 6, 2024, Jason Gardner informed the board of directors and the Company agreed that Mr. Gardner would step down from his position as Executive Chairman, effective June 13, 2024 (or, if later, the date of the Company’s 2024 Annual Meeting of Stockholders, the “Transition Date”). Mr. Gardner will continue to serve as a non-employee director on the board of directors. In connection with Mr. Gardner’s departure, the Company and Mr. Gardner have entered into a Transition Agreement, pursuant to which, among other things, (i) Mr. Gardner will continue to perform his normal duties as Executive Chairman until the Transition Date and (ii) the Company agrees to continue to nominate Mr. Gardner for election to the board of directors at each annual meeting of the Company’s stockholders at which Mr. Gardner’s term as a director expires, as long as he continues to hold at least 20% voting power of the Company and continues to satisfy the other criteria set forth in the Transition Agreement. As a result of Mr. Gardner’s election to step down as Executive Chairman, the Executive Chairman Long-Term Performance Award will be forfeited by its terms, effective as of the Transition Date. The forfeiture is expected to result in a one-time reversal of share-based compensation expenses of $157.8 million in the second quarter of 2024. On May 6, 2024, the Board appointed Jud Linville as independent Chairman of the board of directors effective as of the Transition Date. Share Conversion On May 6, 2024, Mr. Gardner elected to voluntarily convert 17.7 million outstanding shares of Class B common stock into shares of Class A common stock on a one-for-one basis, effective immediately, pursuant to Article IV.D.3(a) of the Company’s Amended and Restated Certificate of Incorporation. The Class B common stock is substantially the same as the Class A common stock except Class B common stock has ten votes per share whereas Class A common stock has one vote per share. As a result of the voluntary conversions, Mr. Gardner will beneficially own effective voting power of approximately 40% as of May 6, 2024. Share Repurchase Program On May 6, 2024, the Company’s board of directors unanimously authorized the repurchase of up to $200 million of the Company’s Class A common stock. Under the repurchase program, the Company is authorized to repurchase shares through open market purchases, in privately negotiated transactions or by other means, in accordance with applicable federal securities laws, including through trading plans under Rule 10b5-1 of the Exchange Act. The number of shares repurchased and the timing of purchases will be based on general business and market conditions, and other factors, including legal requirements. The share repurchase program has no set expiration date and may be canceled or suspended at any time without notice.

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- Definition The entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 855 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//855/tableOfContent Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 855 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483399/855-10-50-2 + Details
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