Stock-Based Compensation | 8. STOCK-BASED COMPENSATION The Company has two stock-based compensation methods available when determining employee compensation. (1) Long-Term Incentive Compensation Plans Long-Term Incentive Compensation Plan The long-term incentive compensation plan provides for shares of common stock to be awarded to officers and key employees based on performance targets set by the Compensation Committee of the Board of Directors (the “Committee”). T he Company’s shareholders previously approved 700,000 shares to be issued under the plan. As of June 30, 201 8 , 92 , 508 shares have been issued. The Committee selected fully-diluted earnings per share as the performance goal for the three-year performance period s July 1, 201 5 – June 30, 201 8 (2016-2018), July 1, 2016 – June 30, 2019 (2017-2019) and July 1, 2017 – June 30, 2020 (2018-2020) . The Committee also selected total shareholder return as a performance goal for the executive officers for the three-year performance periods 2017-2019 and 2018-2020. Stock awards will be issued to participants as soon as practicable following the end of the performance periods subject to verification of results and Committee approval . The compensation cost related to the number of shares to be granted under each performance period is fixed on the grant date, which is the date the performance period begins. During fiscal years 2018, 2017 and 2016, the Company issued 30,539 , 59,375 and 2,594 shares for the three-year performance periods July 1, 2014 – June 30, 2017 (2015-2017), July 1, 2013 – June 30, 2016 (2014-2016) and July 1, 2012 – June 30, 2015 (2013-2015), respectively. The Company recorded plan (income)/ expense of ($0 . 4) million, $ 0.9 million and $1 . 1 million for fiscal year s ended June 30, 2018, 2017 and 201 6, respectively . If the target performance goals for 2016-2018, 2017-2019 and 2018-2020 would be achieved, the total amount of compensation cost recognized over the requisite performance periods would be $1.0 million for each of the performance periods. The aggregate number of shares that could be awarded to key executives if the minimum, target or maximum performance goals are met is as follows: (in thousands) Performance Period Minimum Target Maximum Fiscal Year 2016 - 2018 9 23 45 Fiscal Year 2017 - 2019 10 25 48 Fiscal Year 2018 - 2020 7 18 35 (2) Stock Plans Omnibus Stock Plan The Omnibus Stock Plan is for key employees, officers and directors and provides for the granting of incentive and nonqualified stock options, restricted stock, restricted stock units, stock appreciation rights and performance units. T he Company’s shareholders previously approved 700,000 shares to be issued under the plan. Under the plan, options were granted at an exercise price equal to the market price of the underlying common stock at the date of grant and exercisable for up to 10 years. All options were exercisable when granted. It is the Company’s policy to issue new shares upon exercise of stock options. The Company accepts shares of the Company’s common stock as payment for the exercise price of options. These shares received as payment are retired upon receipt. For fiscal year s 2018, 2017 and 201 6 , the Company issued options for 21 , 439 , 24,317 and 25,868 common shares at a weighted average exercise price of $45 . 21 , $47.45 and $43 . 09 (the fair market value on the date of grant) , respectively . The options were immediately available for exercise. For fiscal year s ended June 30, 2018, 2017 and 201 6 , the Company recorded expense of $0. 2 million, $0. 3 million and $0. 2 million, respectively . The fair value of each option grant is estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions used for grants in fiscal years 201 8 , 201 7 and 201 6 , respectively, under this plan; dividend yield of 1.8% , 1.5% and 1.6% ; e x pected volatility of 31.1% , 30.8% an d 26.0 % ; risk -free interest rate of 1. 7 % , 1. 2 % and 1 .6% ; an d an expected life of 5 years. The expected volatility and expected life are determined based on historical data. The weighted-average grant date fair value of stock options granted during fiscal year s 2018, 2017 and 2016 were $10.87 , $ 11.76 an d $9.20 , r espectively. The cash proceeds from st ock options exercised were $0.0 million, $0.7 million and $0.1 million for fiscal years ended 2018, 201 7 and 2016, respectively . There was no income tax benefit related to the exercise of stock options for fiscal years ended June 30, 2018, 2017 and 2016. Under the plan, the Company issued 8,016 , 6,997 and 6,208 restricted shares to non-executive directors as compensation and recorded expense of $0.3 million, $0.4 million and $0.3 million during fiscal years ended June 30, 2018, 2017, and 2016 , respectively. The Company issued 2,000 restricted shares outside of the plan to its Chief Executive Officer during fiscal year 2018 as compensation expense related to a Letter Agreement signed June 29, 2012. This was the final restricted share issuance related to the Letter Agreement. In addition, the Company recorded $0.3 million compensation expense for grants of restricted shares under the plan to two named executive officers as per their notification of award letters dated July 1, 2017. At June 30, 201 8 , there were 5 12 , 169 shares available for future grants. 2006 and 2009 Stock Option Plans The stock option plans were for key employees, of ficers and directors and provided for granting incentive and nonqualified stock options. Under the plans, options were granted at an exercise price equal to the fair market value of the underlying common stock at the date of grant and exercisable for up to 10 years. All options were exercisable when granted. N o additional options can be granted under the 2006 and 2009 stock option plans. There were no options granted and no expense was recorded under these p lans during the fiscal year s ended June 30, 2018, 201 7 and 2016 . The cash proceeds from stock options exercised were $ 0.2 million, $ 0.4 million and $ 1.5 million for fiscal years ended 201 8 , 201 7 and 201 6, respectively . The income tax benefit related to t he exercise of stock options were $ 0.1 million, $ 0.6 million and $ 1.6 million for fiscal years ended 201 8 , 201 7 and 201 6 , respectively. A summary of the status of the Company’s stock option plans as of June 30, 201 8 , 201 7 and 201 6 and the changes during the years then ended is presented below: Aggregate Shares Weighted Average Intrinsic Value (in thousands) Exercise Price (in thousands) Outstanding and exercisable at June 30, 2016 270 22.85 $ 4,638 Granted 24 47.45 Exercised (98) 20.57 Canceled (9) 20.51 Outstanding and exercisable at June 30, 2017 187 27.21 $ 5,039 Granted 21 45.21 Exercised (21) 18.89 Canceled (21) 26.77 Outstanding and exercisable at June 30, 2018 166 $ 30.65 $ 1,841 The following table summarizes information for options outstanding and exercisable at June 30, 201 8 : Weighted Average Range of Options Remaining Exercise Prices Outstanding Life (Years) Price (in thousands) $ 6.96 - 13.90 16,500 2.4 $ 11.16 17.23 - 19.77 28,750 3.6 18.74 20.50 - 27.57 36,350 5.0 25.54 31.06 - 32.13 28,720 6.4 31.67 43.09 - 47.45 55,726 8.2 45.37 $ 6.96 - 47.45 166,046 5.8 $ 30.65 |