SEC Document

Table of Contents




The following table sets forth information concerning shares of Common Stock authorized or available for issuance under the Company’s equity compensation plans as of May 31, 2017.


Plan Category   

Number of securities

to be issued upon

exercise of

outstanding options,

warrants and rights



average exercise

price of


options, warrants

and rights



Number of securities

remaining available

for future issuance

under equity

compensation plans

(excluding securities

reflected in
column (a))


Equity compensation plans approved by stockholders      0 (2)      $0.00        3,583,974  
Equity compensation plans not approved by stockholders(3)                    
Total      0       $0.00        3,583,974  


(1) Includes 3,506,624 shares available for future issuance under the 2014 Omnibus Plan of which 1,676,624 shares may be subject to full value awards such as restricted stock, and 77,350 shares available for future issuance under the Company’s 2003 Restricted Stock Plan for Directors.


(2) At May 31, 2017, 3,055,000 SARs were outstanding at a weighted-average grant price of $38.77. The number of shares to be issued upon exercise will be determined at vesting based on the difference between the grant price and the market price at the date of exercise. No such shares have been included in this total.


(3) The Company does not maintain equity compensation plans that have not been approved by its stockholders.




Section 16(a) of the Exchange Act requires the Company’s officers and Directors and persons who own 10% or more of a registered class of the Company’s equity securities, to file reports of ownership and changes in ownership on Forms 3, 4 and 5 with the Commission. Officers, Directors and 10% or greater stockholders are required by Commission regulations to furnish the Company with copies of all Forms 3, 4 and 5 they file.

Based solely on the Company’s review of the copies of such forms it has received, the Company believes that all of its officers and Directors complied with all filing requirements applicable to them with respect to transactions during the fiscal year ended May 31, 2017.




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