STOCKHOLDERS' EQUITY | STOCKHOLDERS’ EQUITY The following table presents the number of shares authorized and issued and outstanding as of the dates indicated: December 31, 2020 December 31, 2019 Shares Shares Shares Shares Stockholders’ equity: Common stock, $0.000001 par value 200,000,000 75,371,368 200,000,000 71,185,468 Undesignated preferred stock 10,000,000 — 10,000,000 — Stock Repurchase Program In July 2017, the Company’s board of directors approved a stock repurchase program under which the Company was authorized to repurchase up to $200.0 million of its outstanding common stock. The Company's board of directors authorized the Company to repurchase up to an additional $250.0 million of its outstanding common stock in each of November 2018, February 2019 and January 2020, bringing the total amount of authorized repurchases to $950.0 million as of December 31, 2020, $244.6 million of which remained available as of December 31, 2020. The Company may purchase shares at management’s discretion in the open market, in privately negotiated transactions, in transactions structured through investment banking institutions, or a combination of the foregoing. Pursuant to the restructuring plan announced on April 9, 2020 (the "Restructuring Plan"), the Company suspended share repurchases under the stock repurchase program. The Company resumed share repurchases during the three months ended December 31, 2020. See " Note 19, " Restructuring, " for further details on the Restructuring Plan. During the year ended December 31, 2020, the Company repurchased on the open market 803,691 shares for an aggregate purchase price of $24.4 million, of which 704,673 shares were retired. As of December 31, 2020, the Company had a treasury stock balance of 99,018 shares, which were excluded from its outstanding share count as of such date and subsequently retired in January 2021. During the year ended December 31, 2019, the Company repurchased on the open market and subsequently retired 14,190,409 shares for aggregate purchase price of $481.0 million. Common Stock Reserved for Future Issuance As of December 31, 2020, the Company had reserved shares of common stock for future issuances in connection with the following: Number of Shares Stock options outstanding 4,622,828 RSUs outstanding 9,757,787 Available for future equity award grants 5,333,200 Available for future ESPP offerings 880,067 Total reserved for future issuance 20,593,882 Equity Incentive Plans The Company has outstanding awards under three equity incentive plans: the Amended and Restated 2005 Equity Incentive Plan (the “2005 Plan”); the 2011 Equity Incentive Plan (the “2011 Plan”); and the 2012 Equity Incentive Plan, as amended (the “2012 Plan”). In July 2011, the Company adopted the 2011 Plan, terminated the 2005 Plan and provided that no further stock awards were to be granted under the 2005 Plan. All outstanding stock awards under the 2005 Plan continue to be governed by their existing terms. Upon the effectiveness of the underwriting agreement in connection with the Company’s initial public offering (“IPO”), the Company terminated the 2011 Plan and all shares that were reserved under the 2011 Plan but not issued were assumed by the 2012 Plan. No further awards will be granted pursuant to the 2011 Plan. All outstanding stock awards under the 2011 Plan continue to be governed by their existing terms. Under the 2012 Plan, the Company has the ability to issue incentive stock options, non-statutory stock options, stock appreciation rights, RSUs, restricted stock awards, performance units and performance shares. Additionally, the 2012 Plan provides for the grant of performance cash awards to employees, directors and consultants. Stock Options Stock options granted under the 2012 Plan are granted at a price per share not less than the fair value of a share of the Company’s common stock on the grant date. Options granted to date generally vest over a three four For the years ended December 31, 2020, 2019 and 2018, the weighted-average assumptions used for the Black-Scholes-Merton option valuation model were as follows: Year Ended December 31, 2020 2019 2018 Dividend yield — — — Annual risk-free rate 0.5 % 2.5 % 2.2 % Expected volatility 45.9 % 48.3 % 42.0 % Expected term (years) 5.7 6.0 6.0 A summary of stock option activity for the year ended December 31, 2020 is as follows: Number of Weighted- Weighted- Aggregate Outstanding at December 31, 2019 6,210,385 $ 25.10 4.3 $ 75,805 Granted 158,050 31.21 Exercised (1,544,610) 8.53 Canceled (200,997) 47.24 Outstanding at December 31, 2020 4,622,828 $ 29.89 4.7 $ 30,451 Options vested and exercisable at December 31, 2020 4,022,236 $ 28.90 4.2 $ 30,071 Aggregate intrinsic value represents the difference between the closing price of the Company’s common stock as quoted on the New York Stock Exchange on a given date and the exercise price of outstanding, in-the-money options. The total intrinsic value of options exercised was approximately $33.8 million, $12.0 million and $18.9 million for the years ended December 31, 2020, 2019 and 2018, respectively. The weighted-average grant date fair value of options granted was $10.01, $17.64 and $18.89 per share for the years ended December 31, 2020, 2019 and 2018, respectively. As of December 31, 2020, total unrecognized compensation costs related to unvested stock options was approximately $9.0 million, which the Company expects to recognize over a weighted-average time period of 2.0 years. RSUs RSUs generally vest over a four-year period, on one of three schedules: (a) 25% vesting at the end of one year and the remaining vesting quarterly or annually thereafter; (b) 10% vesting over the first year, 20% vesting over the second year, 30% vesting over the third year and 40% vesting over the fourth year; or (c) ratably on a quarterly basis. RSUs also include PRSUs, which are subject to both a time-based vesting schedule and either (a) a market condition or (b) the achievement of performance goals. For PRSUs subject to a market condition, the Company recognizes expense from the date of grant. For PRSUs subject to performance goals, the Company recognizes expense when it is probable that the performance condition will be achieved. The shares underlying each PRSU award subject to a market condition will be eligible to vest only if the average closing price of the Company's common stock equals or exceeds $45.3125 over any 60-day trading period during the four years following the grant date of February 7, 2019. If this market condition is met, the shares underlying each PRSU award will vest quarterly over four years from the grant date (the "Time-Based Vesting Schedule"). Any shares subject to the PRSUs that have met the Time-Based Vesting Schedule at the time the market condition is achieved will fully vest as of such date; thereafter, any remaining nonvested shares subject to the PRSUs will continue vesting solely according to the Time-Based Vesting Schedule, subject to the applicable employee's continued service as of each such vesting date. For PRSUs subject to performance goals, a percentage of the target number of shares, ranging from zero to 200%, will become eligible to vest based on the Company's level of achievement of certain financial targets, subject to a four-year, quarterly vesting schedule ("2020 Time-Based Vesting Schedule"). The shares subject to performance goals become eligible to vest once the achievement against the financial targets is known, which will be no later than March 15, 2021. On the quarterly vest date immediately following such determination, the eligible shares, if any, will vest to the extent that the employee has met the 2020 Time-Based Vesting Schedule as of such date. Thereafter, the eligible shares will continue to vest in accordance with the 2020 Time-Based Vesting Schedule, subject to the applicable employee's continued service as of each such vesting date. The Company performed an analysis as of December 31, 2020 to assess the probability of achievement of the PRSU financial targets and, as a result, recorded compensation costs in the year ended December 31, 2020 for the PRSUs that it expected to vest. As the PRSU activity during the year ended December 31, 2020 was not material, it is presented together with the RSU activity in the table below. A summary of RSU and PRSU activity for the year ended December 31, 2020 is as follows: Number of Shares Weighted- Average Grant Date Fair Value Nonvested at December 31, 2019 7,625,584 $ 36.51 Granted 7,412,006 26.04 Vested (1) (3,370,406) 35.59 Canceled (1,909,397) 34.80 Nonvested at December 31, 2020 9,757,787 $ 29.22 (1) Includes 686,506 shares that vested but were not issued due to net share settlement for payment of employee taxes. The aggregate fair value as of the vest date of RSUs that vested during the years ended December 31, 2020, 2019 and 2018 was $95.0 million, $112.4 million and $131.1 million, respectively. As of December 31, 2020, the Company had approximately $262.9 million of unrecognized stock-based compensation expense related to RSUs, which it expects to recognize over the remaining weighted-average vesting period of approximately 2.8 years. Employee Stock Purchase Plan The ESPP allows eligible employees to purchase shares of the Company’s common stock at a discount through payroll deductions of up to 15% of their eligible compensation, subject to any plan limitations, during designated offering periods. At the end of each offering period, employees are able to purchase shares at 85% of the fair market value of the Company’s common stock on the last day of the offering period, based on the closing sales price of the Company's common stock as quoted on the New York Stock Exchange on such date. During the years ended December 31, 2020, 2019 and 2018, employees purchased 662,063, 534,120 and 442,679 shares, respectively, at a weighted-average purchase price per share of $21.47, $27.66 and $32.07, respectively. The Company recognized stock-based compensation expense related to the ESPP of $2.5 million, $2.6 million and $2.6 million in the years ended December 31, 2020, 2019 and 2018, respectively. Stock-Based Compensation The following table summarizes the effects of stock-based compensation expense related to stock-based awards in the consolidated statements of operations during the periods presented (in thousands): Year Ended December 31, 2020 2019 2018 Cost of revenue $ 3,784 $ 4,535 $ 4,572 Sales and marketing 29,670 30,668 30,779 Product development 67,622 63,433 56,882 General and administrative 23,498 22,876 22,153 Total stock-based compensation recorded to income before incomes taxes 124,574 121,512 114,386 Benefit from income taxes (31,920) (31,565) (30,237) Total stock-based compensation recorded to net income $ 92,654 $ 89,947 $ 84,149 During the years ended December 31, 2020, 2019 and 2018, the Company capitalized $9.4 million, $9.8 million and $7.8 million, respectively, of stock-based compensation expense as website and internal-use software costs. |