Stockholder's Equity | Stockholders' Equity Information as to the Company’s capital stock at July 31, 2021 and 2020 is as follows: July 31, 2021 July 31, 2020 Shares Shares (thousands) Shares Shares (thousands) Preferred Stock, $.01 par value 5,000,000 5,000,000 Cumulative Preferred Stock: 5,000 5,000 1972 Series 10,000 10,000 1979 Series 30,000 30,000 Common Stock, $.01 par value: Class A Nonvoting 100,000,000 51,261,487 $ 513 100,000,000 51,261,487 $ 513 Class B Voting 10,000,000 3,538,628 35 10,000,000 3,538,628 35 $ 548 $ 548 Before any dividend may be paid on the Class B Common Stock, holders of the Class A Common Stock are entitled to receive an annual, noncumulative cash dividend of $0.01665 per share. Thereafter, any further dividend in that fiscal year must be paid on each share of Class A Common Stock and Class B Common Stock on an equal basis. Other than as required by law, holders of the Class A Common Stock are not entitled to any vote on corporate matters, unless, in each of the three preceding fiscal years, the $0.01665 preferential dividend described above has not been paid in full. Holders of the Class A Common Stock are entitled to one vote per share for the entire fiscal year immediately following the third consecutive fiscal year in which the preferential dividend is not paid in full. Holders of Class B Common Stock are entitled to one vote per share for the election of directors and for all other purposes. Upon liquidation, dissolution or winding up of the Company, and after distribution of any amounts due to holders of Preferred Stock, if any, holders of the Class A Common Stock are entitled to receive the sum of $0.833 per share before any payment or distribution to holders of the Class B Common Stock. Thereafter, holders of the Class B Common Stock are entitled to receive a payment or distribution of $0.833 per share. Thereafter, holders of the Class A Common Stock and Class B Common Stock share equally in all payments or distributions upon liquidation, dissolution or winding up of the Company. The preferences in dividends and liquidation rights of the Class A Common Stock over the Class B Common Stock will terminate at any time that the voting rights of Class A Common Stock and Class B Common Stock become equal. The following is a summary of other activity in stockholders’ equity for the fiscal years ended July 31, 2021, 2020, and 2019: Deferred Compensation Shares Held in Rabbi Trust, at cost Total Balances at July 31, 2018 $ 8,222 $ (8,222) $ — Shares at July 31, 2018 299,916 299,916 Sale of shares at cost $ (928) $ 928 $ — Purchase of shares at cost 1,212 (1,212) — Balances at July 31, 2019 $ 8,506 $ (8,506) $ — Shares at July 31, 2019 285,533 285,533 Sale of shares at cost $ (460) $ 460 $ — Purchase of shares at cost 1,293 (1,293) — Balances at July 31, 2020 $ 9,339 $ (9,339) $ — Shares at July 31, 2020 292,329 292,329 Sale of shares at cost $ (277) $ 277 $ — Purchase of shares at cost 1,472 (1,472) — Balances at July 31, 2021 $ 10,534 $ (10,534) $ — Shares at July 31, 2021 315,916 315,916 Deferred Compensation Plans The Company has two deferred compensation plans, the Executive Deferred Compensation Plan and the Director Deferred Compensation Plan that allow for compensation to be deferred into either the Company's Class A Nonvoting Common Stock or into other investment funds. Neither plan allows funds to be transferred between the Company's Class A Nonvoting Common Stock and the other investment funds. At July 31, 2021, the deferred compensation balance in stockholders’ equity represents the investment at the original cost of shares held in the Company’s Class A Nonvoting Common Stock for the deferred compensation plans. The balance of shares held in the Rabbi Trust represents the investment in the Company’s Class A Nonvoting Common Stock at the original cost of all the Company’s Class A Nonvoting Common Stock held in deferred compensation plans. Incentive Stock Plans The Company has an incentive stock plan under which the Board of Directors may grant nonqualified stock options to purchase shares of Class A Nonvoting Common Stock, restricted stock units ("RSUs"), or restricted and unrestricted shares of Class A Nonvoting Common Stock to employees and non-employee directors. Certain awards may be subject to pre-established performance goals. As of July 31, 2021, the Company has reserved 1,749,815 shares of Class A Nonvoting Common Stock for outstanding stock options and RSUs and 2,959,105 shares of Class A Nonvoting Common Stock remain for future issuance of stock options and restricted and unrestricted shares under the active plans. The Company uses treasury stock or will issue new Class A Nonvoting Common Stock to deliver shares under these plans. Total stock-based compensation expense recognized by the Company during the years ended July 31, 2021, 2020, and 2019, was $10,098 ($9,543 net of taxes), $8,843 ($8,048 net of taxes), and $12,092 ($10,628 net of taxes), respectively. As of July 31, 2021, total unrecognized compensation cost related to share-based compensation awards that are expected to vest was $8,033 pre-tax, net of estimated forfeitures, which the Company expects to recognize over a weighted-average period of 1.4 years. Stock Options The stock options issued under the plan have an exercise price equal to the fair market value of the underlying stock at the date of grant and generally vest ratably over a three The Company has estimated the fair value of its time-based stock option awards granted during the fiscal years ended July 31, 2021, 2020, and 2019, using the Black-Scholes option valuation model. The weighted-average assumptions used in the Black-Scholes valuation model are reflected in the following table: Black-Scholes Option Valuation Assumptions 2021 2020 2019 Expected term (in years) 6.21 6.20 6.20 Expected volatility 30.71 % 26.07 % 26.05 % Expected dividend yield 2.49 % 2.63 % 2.71 % Risk-free interest rate 0.38 % 1.64 % 3.01 % Weighted-average market value of underlying stock at grant date $ 39.92 $ 54.05 $ 43.96 Weighted-average exercise price $ 39.92 $ 54.05 $ 43.96 Weighted-average fair value of options granted during the period $ 8.65 $ 10.63 $ 9.70 The following is a summary of stock option activity for the fiscal year ended July 31, 2021: Time-Based Options Option Price Options Outstanding Weighted Average Exercise Price Balance as of July 31, 2020 $ 19.96 — $54.05 1,273,382 $ 37.84 New grants 39.92 303,052 39.92 Exercised 19.96 — 54.05 (77,272) 32.07 Forfeited 39.92 — 54.05 (25,094) 44.82 Balance as of July 31, 2021 $ 19.96 — $54.05 1,474,068 $ 38.45 The total fair value of options vested during the fiscal years ended July 31, 2021, 2020, and 2019, was $2,371, $2,800, and $2,864, respectively. The total intrinsic value of options exercised during the fiscal years ended July 31, 2021, 2020, and 2019, based upon the average market price at the time of the exercise during the period, was $1,477, $14,692, and $20,969, respectively. There were 949,668 , 776,273, and 1,025,811 options exercisable with a weighted average exercise price of $34.97 , $31.50, and $27.06 at July 31, 2021, 2020, and 2019, respectively. The cash received from the exercise of stock options during the fiscal years ended July 31, 2021, 2020, and 2019, was $1,765 , $5,511, and $23,466, respectively. The tax benefit on options exercised during the fiscal years ended July 31, 2021, 2020, and 2019, was $369, $3,673, and $5,242, respectively. The following table summarizes information about stock options outstanding at July 31, 2021: Options Outstanding Options Outstanding and Exercisable Range of Exercise Prices Number of Shares Outstanding at July 31, 2021 Weighted Average Remaining Contractual Life (in years) Weighted Average Exercise Price Shares Exercisable at July 31, 2021 Weighted Average Remaining Contractual Life (in years) Weighted Average Exercise Price $19.96 - $29.99 217,913 3.8 $ 20.87 217,913 3.8 $ 20.87 $30.00 - $39.99 789,608 6.6 37.05 501,997 5.2 35.40 $40.00 - $54.05 466,547 7.7 49.02 229,758 7.5 47.39 Total 1,474,068 6.5 $ 38.45 949,668 5.4 $ 34.97 As of July 31, 2021, the aggregate intrinsic value (defined as the amount by which the fair value of the underlying stock exceeds the exercise price of an option) of options outstanding and the options exercisable was $23,828 and $18,653, respectively. RSUs RSUs issued under the plan have a grant date fair value equal to the fair market value of the underlying stock at the date of grant. Shares issued under the plan are referred to herein as either "time-based" or "performance-based" RSUs. The time-based RSUs issued under the plan generally vest ratably over a three The following tables summarize the RSU activity for the fiscal year ended July 31, 2021: Time-Based RSUs Shares Weighted Average Grant Date Balance as of July 31, 2020 154,960 $ 47.39 New grants 79,811 40.82 Vested (69,436) 44.48 Forfeited (8,869) 46.14 Balance as of July 31, 2021 156,466 $ 45.40 The time-based RSUs granted during the fiscal year ended July 31, 2020 and 2019, had a weighted-average grant-date fair value of $53.38 and $44.20, respectively. Performance-Based RSUs Shares Weighted Average Grant Date Balance as of July 31, 2020 126,060 $ 50.61 New grants (1) 64,634 60.73 Vested (1) (71,413) 33.12 Balance as of July 31, 2021 119,281 $ 61.05 (1) Includes 23,805 shares resulting from the payout of performance-based RSUs granted in fiscal year 2018 due to the achievement of performance metrics exceeding the target payout. The performance-based RSUs granted during the fiscal year ended July 31, 2021, had a weighted-average grant-date fair value determined by a third-party valuation involving the use of a Monte Carlo simulation. The performance-based RSUs granted during the fiscal year ended July 31, 2020 and 2019, had a weighted-average grant-date fair value of $75.00 and $50.70, respectively. The total fair value of time-based and performance-based RSUs vested during the years ended July 31, 2021, 2020 and 2019, was $6,167, $9,776, and $9,859, respectively. The aggregate intrinsic value of unvested time-based and performance-based RSUs outstanding at July 31, 2021, 2020, and 2019, and expected to vest, was $16,849, $14,013, and $17,953, respectively. |