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SEC Filings

10-K
IHS MARKIT LTD. filed this Form 10-K on 01/18/2019
Entire Document
 

Securities Authorized for Issuance Under Equity Compensation Plans

The following table sets forth information as of November 30, 2018, the last day of fiscal year 2018, with respect to compensation plans under which equity securities are authorized for issuance.
Equity Compensation Plan Information
 
 
 
 
 
Plan Category
 
Number of securities to be issued upon exercise of outstanding options, warrants and rights
( a )
 
Weighted-average exercise price of outstanding options, warrants, and rights
( b )
 
Number of securities remaining available for issuance under equity compensation plans (excluding securities reflected in column (a))
( c )
 
Equity compensation plans approved by security holders
 
25.6

(1)
$
26.61

(2)
20.0

(3)
Equity compensation plans not approved by security holders
 
N/A

 
N/A

 
N/A

 
Total
 
25.6

 
N/A

 
20.0

 
(1) Includes (a) 15.7 million stock options, (b) 6.9 million restricted share units and 1.4 million performance share units at target performance levels that were issued with no exercise price or other consideration, (c) 1.3 million shares reserved for issuance if maximum performance on performance share units is met, and (d) 0.3 million deferred share units payable to non-employee directors upon their termination of service. Of the 25.6 million awards currently outstanding, approximately 0.7 million restricted share units and 0.3 million deferred share units were issued under the Amended and Restated IHS Inc. 2004 Long-Term Incentive Plan, which plan was assumed in the Merger.

Our 2014 Equity Plan contains a provision that increases the authorized maximum share amount by (a) the number of shares granted and outstanding under the Key Employee Incentive Program, the 2013 Share Option Plan, and the 2014 Share Option Plan as of June 24, 2014 that terminate by expiration, forfeiture, cancellation or otherwise without the issuance of our common shares, and (b) on January 1 of each year through January 1, 2024, in an amount equal to the lesser of: (x) 2.5 percent of the total number of IHS Markit’s common shares issued and outstanding on a fully diluted basis as of December 31 of the immediately preceding calendar year and (y) such number of common shares determined by our Board of Directors.
 
 
 
 
 
 
 
 
(2) The weighted-average exercise price is reported for the outstanding stock options reported in the first column. There are no exercise prices for the restricted share units, performance share units, or deferred share units included in the first column. There are no other outstanding warrants or rights.
 
 
 
 
 
 
 
 
(3) Includes shares repurchased by the Company upon vesting of restricted share units and performance share units for tax withholding obligations. The total number of securities remaining available for issuance under equity compensation plans may be issued under the 2014 Equity Plan.

Issuer Purchases of Equity Securities

The following table provides detail about our share repurchases during the three months ended November 30, 2018. See “Item 8 - Financial Statements and Supplementary Data - Notes to Consolidated Financial Statements - Note 14” in Part II of this Form 10-K for information regarding our stock repurchase programs.
 
Total Number of Shares
Purchased
 
Average
Price Paid
per Share
 
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
 
Maximum Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs (in millions)
September 1 - September 30, 2018:
 
 
 
 
 
 
 
Employee transactions (1)
32,161

 
$
54.15

 
N/A

 
N/A
October 1 - October 31, 2018:
 
 
 
 
 
 
 
Employee transactions (1)
4,268

 
$
53.73

 
N/A

 
N/A
November 1 - November 30, 2018:
 
 
 
 
 
 
 
Employee transactions (1)
143,575

 
$
52.43

 
N/A

 
N/A
Total share repurchases
180,004

 
$
52.77

 

 
 

(1) For the fourth quarter of 2018, we repurchased approximately $9.5 million of common shares related to employee transactions. These amounts represent common shares repurchased from employees in an amount equal to the statutory tax liability associated with the vesting of their equity awards. We then pay the statutory tax on behalf of the employee. Our Board of Directors has approved this program in an effort to reduce the dilutive effects of employee equity grants.

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