STOCKHOLDERS' EQUITY | STOCKHOLDERS’ EQUITY The following table presents the number of shares authorized and issued as of the dates indicated (in thousands): December 31, 2021 December 31, 2020 Shares Shares Shares Shares Stockholders’ equity: Common stock, $0.000001 par value 200,000 72,171 200,000 75,371 Undesignated preferred stock 10,000 — 10,000 — Stock Repurchase Program As of December 31, 2021, the Company’s board of directors had authorized it to repurchase up to an aggregate of $1.2 billion of its outstanding common stock, $231.7 million of which remained available as of December 31, 2021. 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. During the year ended December 31, 2021, the Company repurchased 6,995,170 shares on the open market for an aggregate purchase price of $262.9 million. The Company retired 7,094,000 shares during the year ended December 31, 2021 and had no treasury stock balance as of December 31, 2021. During the year ended December 31, 2020, the Company repurchased 803,691 shares on the open market for an aggregate purchase price of $24.4 million, which reflects the Company’s suspension of share repurchases under its stock repurchase program between April 2020 and November 2020 pursuant to its restructuring plan announced on April 9, 2020 (the "Restructuring Plan"). See Note 19, " Restructuring , " for further details on the Restructuring Plan. The Company retired 704,673 shares during the year ended December 31, 2020 and had a treasury stock balance of 99,018 shares as of December 31, 2020, which were excluded from its outstanding share count as of such date and subsequently retired in January 2021. Common Stock Reserved for Future Issuance As of December 31, 2021, the Company had reserved shares of common stock for future issuances in connection with the following (in thousands): Number of Shares Stock options outstanding 3,979 RSUs outstanding 10,016 Available for future equity award grants 10,809 Available for future ESPP offerings 1,870 Total reserved for future issuance 26,674 Equity Incentive Plans The Company has outstanding awards under two equity incentive plans — the 2011 Equity Incentive Plan (the “2011 Plan”) and the 2012 Equity Incentive Plan, as amended (the “2012 Plan”) — and had outstanding awards under a third equity incentive plan — the Amended and Restated 2005 Equity Incentive Plan (the “2005 Plan”) — for a portion of the year ended December 31, 2021. 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, 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 generally vest over a four For the years ended December 31, 2021, 2020 and 2019, the weighted-average assumptions used for the Black-Scholes-Merton option valuation model were as follows: Year Ended December 31, 2021 2020 2019 Dividend yield — — — Annual risk-free rate 1.1 % 0.5 % 2.5 % Expected volatility 49.4 % 45.9 % 48.3 % Expected term (years) 6.0 5.7 6.0 A summary of stock option activity for the year ended December 31, 2021 is as follows: Number of Weighted- Weighted- Aggregate Outstanding at December 31, 2020 4,623 $ 29.89 4.7 $ 30,451 Granted 80 39.17 Exercised (663) 13.04 Canceled (61) 48.92 Outstanding at December 31, 2021 3,979 $ 32.59 4.4 $ 24,580 Options vested and exercisable at December 31, 2021 3,665 $ 32.33 4.1 $ 24,103 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 $13.8 million, $33.8 million and $12.0 million for the years ended December 31, 2021, 2020 and 2019, respectively. The weighted-average grant date fair value of options granted was $18.55, $10.01 and $17.64 per share for the years ended December 31, 2021, 2020 and 2019, respectively. As of December 31, 2021, total unrecognized compensation costs related to unvested stock options was approximately $4.8 million, which the Company expects to recognize over a weighted-average time period of 1.8 years. RSUs RSUs generally vest over a four-year period, on one of two schedules: (a) 25% vesting at the end of one year and the remaining vesting quarterly or annually thereafter or (b) ratably on a quarterly basis. RSUs also include performance-based restricted stock units (“PRSUs”), which are subject to both a time-based vesting schedule and either (a) a market condition or (b) the achievement of performance goals. The time-based vesting schedule is quarterly over four years (the “Time-Based Vesting Schedule”). 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 according to 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 the 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 of the following year. On the quarterly vest date immediately following such determination (or a vest date otherwise specified in the agreement), the eligible shares, if any, will vest to the extent that the employee has met the Time-Based Vesting Schedule as of such date. Thereafter, the eligible shares will continue to vest in accordance with the 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, 2021 to assess the probability of achievement of the PRSU financial targets and, as a result, recorded compensation costs in the year ended December 31, 2021 for the PRSUs that it expected to vest. As the PRSU activity during the year ended December 31, 2021 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, 2021 is as follows (in thousands, except per share amounts): Number of Shares Weighted- Average Grant Date Fair Value Nonvested at December 31, 2020 9,758 $ 29.22 Granted 6,998 36.40 Vested (1) (4,393) 32.06 Canceled (2,347) 31.75 Nonvested at December 31, 2021 10,016 $ 32.39 (1) Includes 1,680,135 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 and PRSUs that vested during the years ended December 31, 2021, 2020 and 2019 was $164.5 million, $95.0 million and $112.4 million, respectively. As of December 31, 2021, the Company had approximately $301.6 million of unrecognized stock-based compensation expense related to RSUs and PRSUs, which it expects to recognize over the remaining weighted-average vesting period of approximately 2.6 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, 2021, 2020 and 2019, employees purchased 517,309, 662,063 and 534,120 shares, respectively, at a weighted-average purchase price per share of $31.58, $21.47 and $27.66, respectively. The Company recognized stock-based compensation expense related to the ESPP of $3.0 million, $2.5 million and $2.6 million in the years ended December 31, 2021, 2020 and 2019, 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, 2021 2020 2019 Cost of revenue $ 4,302 $ 3,784 $ 4,535 Sales and marketing 32,335 29,670 30,668 Product development 81,624 67,622 63,433 General and administrative 33,418 23,498 22,876 Total stock-based compensation recorded to income before incomes taxes 151,679 124,574 121,512 Benefit from income taxes (35,778) (31,920) (31,565) Total stock-based compensation recorded to net income $ 115,901 $ 92,654 $ 89,947 During the years ended December 31, 2021, 2020 and 2019, the Company capitalized $10.7 million, $9.4 million and $9.8 million, respectively, of stock-based compensation expense as website and internal-use software costs and, to a lesser extent, implementation costs incurred related to cloud computing arrangements that are service contracts. |