STOCKHOLDERS' EQUITY AND EQUITY INSTRUMENTS | STOCKHOLDERS’ EQUITY AND EQUITY INSTRUMENTS The Company paid dividends of $0.60 per share in fiscal 2022 and currently intends to continue paying quarterly cash dividends, and its Board of Directors declared a quarterly dividend of $0.15 per share payable December 20, 2022. See Note 21 for more information. The declaration and payment of future dividends to holders of the Company’s common stock will be at the discretion of the Company’s Board of Directors and will depend upon many factors, including the Company’s financial condition, earnings, legal requirements, capital allocation strategy, restrictions in its debt agreements (see Note 12 ) and other factors the Company’s Board of Directors deems relevant. Non-Employee Director Compensation Non-employee directors may defer all or a portion of the fees payable for their service into deferred stock units, equivalent to the value of the Company’s common stock. Beginning in May 2020, the annual fees related to the director’s equity compensation were granted in deferred stock units or restricted stock units and vest at the next annual meeting. Additionally, as dividends are declared on the Company’s common stock, these deferred stock units are entitled to accrete dividends in the form of additional units based on the stock price on the dividend payment date. Accumulated deferred stock units are distributed in the form of Company common stock at a future specified date or following resignation from the Board of Directors, based upon the director’s annual election. During the fiscal year ended September 30, 2022, the nine months ended September 30, 2021 and the fiscal year ended December 31, 2020, members of the Board of Directors were credited with 12,643, 15,136 and 42,313 deferred stock units, respectively. During the fiscal year ended September 30, 2022, the nine months ended September 30, 2021 and the fiscal year ended December 31, 2020, the directors were granted 11,933, 4,917 and 3,750 restricted stock units, respectively. During the fiscal year ended September 30, 2022, the nine months ended September 30, 2021 and the fiscal year ended December 31, 2020, 41,225, 19,828 and 8,525 shares of common stock, respectively, were issued from treasury shares for director compensation. Preferred stock The Company is authorized to issue up to 10,000,000 shares of preferred stock, of which no shares are currently issued or outstanding. Of those, 200,000 shares of preferred stock were designated as series A junior participating preferred stock in connection with the Company’s now expired rights agreement. Equity Compensation Awards In 2005, the Company adopted the 2005 Incentive Award Plan (as amended, the “2005 Plan”), which authorized the issuance of 3,240,000 shares of Company common stock. In May 2015, the Company’s stockholders approved the 2015 Incentive Award Plan (as amended, the “2015 Plan”), which authorizes the issuance of 3,000,000 shares of Company common stock. Upon the approval of the 2015 Plan, the Company ceased issuing equity awards under the 2005 Plan. In May 2020, the Company’s stockholders approved the 2020 Incentive Award Plan (the “2020 Plan”), which authorizes the issuance of 2,977,933 shares of Company common stock. Since the date the 2020 Plan was approved, the Company ceased issuing equity awards under the 2015 Plan. In February 2022, the Company’s stockholders approved an amendment to the 2020 Plan, authorizing an additional 750,000 shares of Common stock. The 2005 Plan, 2015 Plan and 2020 Plan allow for grants of equity awards to executive officers, other employees and directors, including shares of common stock, restricted stock units (“RSUs”), performance stock units (“PSUs”), stock options and deferred stock units. Options Substantially all of the stock options granted under each of the plans vest ratably, in tranches, over a four-year service period. Unexercised options expire after seven years. Options do not have dividend or voting rights. Upon vesting, each option can be exercised to purchase one share of the Company’s common stock. The exercise price of options is equal to the closing stock price on the day of grant. To estimate the fair value of options on the grant date, the Company uses the Black-Scholes option valuation model. Award recipients are grouped according to expected exercise behavior. Unless better information is available to estimate the expected term of the options, the estimate is based on historical exercise experience. The risk-free rate, using U.S. Treasury yield curves in effect at the time of grant, is selected based on the expected term of each group. The Company’s historical stock price is used to estimate expected volatility. The weighted average assumptions and fair values for options granted is included in the following table. Fiscal Year Ended Nine Months Ended Fiscal Year Ended September 30, September 30, December 31, Fair value of options granted $ 16.84 $ 13.46 $ 10.91 Expected term (years) 4.8 4.8 4.8 Expected volatility 37.9 % 36.1 % 29.3 % Dividend yield 3.9 % 3.7 % 3.5 % Risk-free interest rates 1.1 % 0.4 % 1.6 % RSUs Most of the RSUs granted under the 2015 Plan and 2020 Plan vest after one PSUs Substantially all of the PSUs outstanding under the 2015 Plan and 2020 Plan are either total stockholder return PSUs (the “TSR PSUs”) or adjusted earnings before interest, taxes, depreciation and amortization growth PSUs (“EBITDA Growth PSUs”). The actual number of shares of the Company’s common stock that may be earned with respect to TSR PSUs is calculated by comparing the Company’s total stockholder return to the total stockholder return for each company comprising the Company’s peer group or a total return percentage target over a two To estimate the fair value of the TSR PSUs on the grant date for accounting purposes, the Company uses a Monte-Carlo simulation model, which simulates future stock prices of the Company as well as the Company’s peer group. This model uses historical stock prices to estimate expected volatility and the Company’s correlation to the peer group. The risk-free rate was determined using the same methodology as the option valuations as discussed above. The Company’s closing stock price on the grant date was used to estimate the fair value of the EBITDA Growth PSUs. The Company will adjust the expense of the EBITDA Growth PSUs based upon its estimate of the number of shares that will ultimately vest at each interim date during the vesting period. The following is a summary of the Company’s stock option, RSU and PSU activity and related information for the following periods: Stock Options RSUs PSUs Number Weighted-average exercise price Number Weighted-average fair value Number Weighted-average fair value Outstanding at December 31, 2019 887,867 $ 64.21 217,413 $ 52.07 179,397 $ 61.43 Granted 94,945 58.91 95,276 58.24 107,072 74.73 Exercised (a) (4,454) 57.02 — — — — Released from restriction (a) — — (76,570) 50.03 (11,575) 78.87 Cancelled/Expired (109,586) 69.00 (28,137) 51.85 (33,100) 68.18 Outstanding at December 31, 2020 868,772 $ 63.06 207,982 $ 55.68 241,794 $ 65.57 Granted 120,602 63.14 95,287 63.52 96,002 63.14 Exercised (a) (23,731) 59.81 — — — — Released from restriction (a) — — (51,772) 53.37 (16,496) 69.71 Cancelled/Expired (136,937) 72.79 (27,998) 60.13 (41,393) 62.77 Outstanding at September 30, 2021 828,706 $ 61.56 223,499 $ 59.00 279,907 $ 64.90 Granted 73,290 73.77 103,363 66.36 178,052 73.86 Exercised (a) (3,861) 67.76 — — — — Released from restriction (a) — — (85,849) 56.88 (28,666) 55.98 Cancelled/Expired (123,555) 74.15 (32,278) 62.23 (97,934) 61.44 Outstanding at September 30, 2022 774,580 $ 60.68 208,735 $ 63.02 331,359 $ 71.51 (a) Common stock issued for exercised options, vested RSUs and vested and earned PSUs were issued from treasury shares. As of September 30, 2021, there were 828,706 options outstanding of which 551,682 were exercisable. The following table summarizes information about options outstanding and exercisable at September 30, 2022. Options Outstanding Options Exercisable Range of exercise prices Options outstanding Weighted-average remaining contractual life (years) Weighted-average exercise price of options outstanding Options exercisable Weighted-average remaining contractual life (years) Weighted-average exercise price of exercisable options $53.75 - $54.10 252,245 3.6 $ 53.75 252,245 3.6 $ 53.75 $54.11 - $59.21 109,863 3.9 57.03 67,454 3.7 56.72 $59.22 - $61.32 120,426 2.5 59.50 120,426 2.5 59.50 $61.33 - $68.53 165,515 3.3 65.55 106,202 2.2 66.89 $68.54 - $74.49 126,531 3.2 72.39 66,547 0.6 70.53 Totals 774,580 3.3 $ 60.68 612,874 2.8 $ 59.31 During the fiscal year ended September 30, 2022, the nine months ended September 30, 2021 and the fiscal year ended December 31, 2020, the Company recorded compensation expense, inclusive of discontinued operations, of $17.2 million (includes $1.5 million paid in cash), $8.7 million (includes $1.0 million paid in cash) and $9.9 million (includes $0.5 million paid in cash), respectively, related to its stock-based compensation awards that are expected to vest. No amounts have been capitalized. The fair value of options vested was $1.6 million, $1.6 million and $1.4 million in the fiscal year ended September 30, 2022, the nine months ended September 30, 2021 and the fiscal year ended December 31, 2020, respectively. As of September 30, 2022, unrecorded compensation cost related to non-vested awards of $11.9 million is expected to be recognized through 2025, with a weighted average period of 1.9 years. The intrinsic value of stock options exercised relating to the fiscal year ended September 30, 2022, the nine months ended September 30, 2021 and the fiscal year ended December 31, 2020 each totaled less than $0.1 million. As of September 30, 2022, there was no intrinsic value of options outstanding; 612,874 options were exercisable with no intrinsic value. The number of shares held in treasury is sufficient to cover all outstanding equity awards as of September 30, 2022. Accumulated Other Comprehensive Loss The Company’s comprehensive loss is comprised of net (loss) earnings, net amortization of the change in the unrealized gain (loss) of the pension obligation, the change in the unrealized gain in other postretirement benefits, the change in the unrealized (loss) gain on natural gas and foreign currency cash flow hedges, and CTA. The components of and changes in AOCL are as follows (in millions): Fiscal Year Ended September 30, 2022 (a) Gains and (Losses) on Cash Flow Hedges Defined Benefit Pension Other Post-Employment Benefits Foreign Currency Total Beginning balance $ 3.1 $ (5.4) $ — $ (108.2) $ (110.5) Other comprehensive (loss) income before reclassifications (b) (0.8) 2.4 1.4 (53.6) (50.6) Amounts reclassified from AOCL (3.9) 0.3 (0.1) 49.5 45.8 Net current period other comprehensive (loss) income (4.7) 2.7 1.3 (4.1) (4.8) Ending balance $ (1.6) $ (2.7) $ 1.3 $ (112.3) $ (115.3) Nine Months Ended September 30, 2021 (a) Gains and (Losses) on Cash Flow Hedges Defined Benefit Pension Foreign Currency Total Beginning balance $ 0.2 $ (9.4) $ (294.6) $ (303.8) Other comprehensive income before reclassifications (b) 5.4 3.1 44.4 52.9 Amounts reclassified from AOCL (2.5) 0.9 142.0 140.4 Net current period other comprehensive income 2.9 4.0 186.4 193.3 Ending balance $ 3.1 $ (5.4) $ (108.2) $ (110.5) (a) With the exception of the CTA, for which no tax effect is recorded, the changes in the components of AOCL presented in the table are reflected net of applicable income taxes. (b) The Company recorded foreign exchange gain (loss) of $6.7 million and $(17.7) million in the fiscal year ended September 30, 2022 and the nine months ended September 30, 2021, respectively, in AOCL related to intercompany notes which were deemed to be of a long-term investment nature. Amount Reclassified from AOCL Line Item Impacted in the Consolidated Statement of Operations Fiscal Year Ended Nine Months Ended September 30, September 30, Gains (losses) on cash flow hedges: Natural gas instruments $ (5.3) $ (1.1) Product cost Foreign currency contracts — (2.5) Interest expense Income tax expense 1.4 1.1 Reclassifications, net of income taxes (3.9) (2.5) Amortization of defined benefit pension: Amortization of loss $ 0.4 $ 1.0 Product cost Income tax benefit (0.1) (0.1) Reclassifications, net of income taxes 0.3 0.9 Amortization of other post-employment benefits Amortization of loss $ (0.1) $ — Product cost Income tax benefit — — Reclassifications, net of income taxes (0.1) — Reclassifications, CTA due to sale of foreign entity 49.5 142.0 Total reclassifications, net of income taxes $ 45.8 $ 140.4 |