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Equity
 12 Months Ended
Aug. 31, 2022
Equity [Abstract]  
Equity

Note 14 — Equity

 

Stock Incentive Plan

 

The 2021 Stock Incentive Plan was approved by shareholders on January 6, 2021. The new plan replaced the 2014 Amended and Restated Stock Incentive Plan, which was amended and restated as the 2017 Amended and Restated Stock Incentive Plan on October 24, 2017 and approved by shareholders on January 5, 2018. The 2021 Stock Incentive Plan provides for the grant of incentive stock options, non-statutory stock options, restricted shares, restricted stock units and stock appreciation rights. In addition to the 1,500 thousand shares reserved for issuance under the 2021 Stock Incentive Plan, up to 466 thousand shares previously reserved for issuance, but not issued or subject to outstanding awards, are available for issuance under the 2021 Stock Incentive Plan, and up to 884 thousand shares that were subject to outstanding awards under the 2017 Amended and Restated Stock Incentive Plan as of the effective date of the 2021 Stock Incentive Plan will also become available for issuance under the 2021 Stock Incentive Plan to the extent such shares are not issued and cease to be subject to such awards following the effective date of the 2021 Stock Incentive Plan.

On August 31, 2022, there were 1,394 thousand shares available for grant compared to 1,618 thousand and 466 thousand shares available for grant as of the years ended August 31, 2021 and 2020, respectively. There are no stock options or stock appreciation rights outstanding as of August 31, 2022. The Company currently grants restricted stock units. Shares associated with restricted stock unit awards are not considered legally outstanding shares of common stock until they are issued following vesting. Restricted stock unit awards, including performance-based awards, some of which are entitled to participate in dividends and these awards are considered participating securities and are considered outstanding for earnings per share purposes when the effect is dilutive.

During the years ended August 31, 2022, 2021 and 2020, the Company awarded restricted share and restricted stock unit grants totaling 391 thousand, 538 thousand, and 470 thousand shares, respectively, which include performance-based grants and dividend equivalent rights. As of August 31, 2022, there were a total of 653 thousand shares associated with unvested performance-based grants. The actual number of shares that will vest associated with performance-based grants will vary depending on the Company’s performance. Approximately 653 thousand additional shares may be granted if performance-based restricted stock unit awards vest at maximum levels of performance. These additional shares are associated with restricted stock unit awards granted during the years ended August 31, 2022, 2021 and 2020. The fair value of awards granted was $18.7 million, $18.0 million, and $14.5 million for the years ended August 31, 2022, 2021 and 2020, respectively. The fair value of awards granted is determined based on the market closing price of the underlying shares on the date of grant.

The value, at the date of grant, of stock awarded under restricted share grants and restricted stock unit grants is amortized as compensation expense over the lesser of the vesting period of one to three years or to the recipients eligible retirement date. Compensation expense recognized related to restricted share grants and restricted stock unit grants for the years ended August 31, 2022, 2021 and 2020 was $15.5 million, $14.7 million, and $8.7 million, respectively, and was recorded in Selling and administrative and Cost of revenue on the Consolidated Statements of Income. Unamortized compensation cost related to restricted stock unit grants was $12.8 million as of August 31, 2022.

 

 

Total unvested restricted share and restricted stock unit grants were 1,042 thousand and 1,024 thousand as of August 31, 2022 and 2021, respectively. During the year ended August 31, 2022, a total of 290 thousand restricted stock units vested, including shares that were withheld on behalf of employees to satisfy the minimum statutory tax withholding requirements. The following table summarizes restricted share and restricted stock unit grant transactions for shares, both vested and unvested, under the 2021 Stock Incentive Plan and the 2017 Amended and Restated Stock Incentive Plan:

 

(In thousands)

 

Shares

 

Balance at August 31, 2019 (1)

 

 

4,575

 

Granted

 

 

470

 

Forfeited

 

 

(86

)

Balance at August 31, 2020 (1)

 

 

4,959

 

Granted

 

 

538

 

Forfeited

 

 

(190

)

Balance at August 31, 2021 (1)

 

 

5,307

 

Granted

 

 

391

 

Forfeited

 

 

(167

)

Balance at August 31, 2022 (1)

 

 

5,531

 

 

 

 

 

 

(1)
Balance represents cumulative grants net of forfeitures.

 

Share Repurchase Program

 

The Board of Directors has authorized the Company to repurchase shares of the Company’s common stock. The share repurchase program has an expiration date of January 31, 2023 and the amount remaining for repurchase is $100.0 million. Under the share repurchase program, shares of common stock may be purchased on the open market or through privately negotiated transactions from time to time. The timing and amount of purchases will be based upon market conditions, securities law limitations and other factors. The program may be modified, suspended or discontinued at any time without prior notice. The share repurchase program does not obligate the Company to acquire any specific number of shares in any period. There were no shares repurchased under this program during the years ended August 31, 2022, 2021 and 2020.

 

Other Share Repurchases

The Company repurchased $20.0 million of its common stock during 2021. These shares were repurchased, in privately negotiated transactions, as part of the Company’s debt refinancing in April 2021 and were not associated with the Company’s publicly announced share repurchase program.