Stockholder's Equity | Stockholders' Equity Information as to the Company’s capital stock as of July 31, 2024 and 2023 was as follows: July 31, 2024 July 31, 2023 Shares Authorized Shares Issued Amount (thousands) Shares Authorized Shares Issued Amount (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 $0.8333 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 $0.8333 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 during the years ended July 31, 2024, 2023, and 2022: Deferred Compensation Shares Held in Rabbi Trust, at cost Total Balances at July 31, 2021 $ 10,534 $ (10,534) $ — Shares at July 31, 2021 315,916 315,916 Sale of shares at cost $ (721) $ 721 $ — Purchase of shares at cost 1,242 (1,242) — Balances at July 31, 2022 $ 11,055 $ (11,055) $ — Shares at July 31, 2022 318,285 318,285 Sale of shares at cost $ (739) $ 739 $ — Purchase of shares at cost 1,067 (1,067) — Balances at July 31, 2023 $ 11,383 $ (11,383) $ — Shares at July 31, 2023 318,198 318,198 Sale of shares at cost $ (889) $ 889 $ — Purchase of shares at cost 1,217 (1,217) — Balances at July 31, 2024 $ 11,711 $ (11,711) $ — Shares at July 31, 2024 312,124 312,124 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, 2024, 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"), performance-based restricted stock units ("PRSUs"), 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. The majority of the Company’s annual share-based awards are granted in the first quarter of the fiscal year. As of July 31, 2024, the Company has reserved 1,474,258 shares of Class A Nonvoting Common Stock for outstanding stock options and RSUs and 4,862,004 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 during the years ended July 31, 2024, 2023, and 2022, was $7,361, $7,508, and $10,504, respectively. The total income tax benefit recognized in the consolidated statements of income was $1,014, $1,497 and $507 during the years ended July 31, 2024, 2023, and 2022, respectively. 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 years ended July 31, 2024, 2023, and 2022, 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 2024 2023 2022 Expected term (in years) 5.40 5.71 6.23 Expected volatility 30.23 % 29.64 % 30.04 % Expected dividend yield 1.89 % 2.01 % 2.26 % Risk-free interest rate 4.72 % 3.66 % 1.27 % The following is a summary of stock option activity for the year ended July 31, 2024: Time-Based Options Options Outstanding Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding as of July 31, 2023 1,546,783 $ 42.05 Granted 53,062 54.74 Exercised (352,983) 35.20 Forfeited (24,816) 48.08 Outstanding as of July 31, 2024 1,222,046 $ 44.46 5.5 $ 33,087 Exercisable as of July 31, 2024 1,038,471 $ 43.70 5.1 $ 28,906 The following table summarizes additional stock option information: 2024 2023 2022 Weighted-average fair value of options granted during the period $ 16.41 $ 12.14 $ 11.55 Intrinsic value of options exercised during the period (in thousands) 8,860 1,822 4,269 Fair value of options vested during the period (in thousands) 2,020 3,384 2,446 Cash received from the exercise of stock options during the period (in thousands) 8,186 4,091 1,082 Tax benefit on options exercised during the period (in thousands) 2,215 455 1,067 As of July 31, 2024, total unrecognized compensation cost related to options that are expected to vest was $911 pre-tax, net of estimated forfeitures, which the Company expects to recognize over a weighted-average period of 1.6 years. RSUs RSUs issued under the plan have a grant date fair value equal to the market price of the Company's stock at the date of grant and generally vest ratably over three years, with one-third vesting one year after the grant date and one-third additional in each of the succeeding two years. The following tables summarize the RSU activity during the year ended July 31, 2024: RSUs Shares Weighted Average Grant Date Non-vested RSUs as of July 31, 2023 133,868 $ 46.55 Granted 95,145 55.43 Vested (69,001) 45.98 Forfeited (11,021) 50.36 Non-vested RSUs as of July 31, 2024 148,991 $ 52.20 The RSUs granted during the years ended July 31, 2023 and 2022, had a weighted-average grant-date fair value of $45.22 and $48.96, respectively. The total fair value of time-based RSUs vested during the years ended July 31, 2024, 2023 and 2022, was $3,888, $3,734, and $3,669, respectively. As of July 31, 2024, total unrecognized compensation cost related to RSUs that are expected to vest was $3,178 pre-tax, net of estimated forfeitures, which the Company expects to recognize over a weighted-average period of 1.9 years. PRSUs PRSUs are contingent on the achievement of predetermined market and performance targets. The PRSUs granted under the plan vest at the end of a three The PRSUs granted during the year ended July 31, 2024 had a fair value determined by the average of the high and low stock price on the date of grant. The following tables summarize the PRSU activity during the year ended July 31, 2024: PRSUs Shares Weighted Average Grant Date Non-vested PRSUs as of July 31, 2023 63,448 $ 58.39 Granted 65,956 51.16 Vested (2,786) 60.73 Forfeited (23,397) 59.47 Non-vested PRSUs as of July 31, 2024 103,221 $ 53.46 The PRSUs granted during the year ended July 31, 2023 and 2022, had a weighted-average grant-date fair value of $55.77 and $61.76, respectively. The total fair value of PRSUs vested during the years ended July 31, 2024, 2023 and 2022, was $141, $889, and $4,098, respectively. As of July 31, 2024, total unrecognized compensation cost related to PRSUs that are expected to vest was $3,227 pre-tax, net of estimated forfeitures, which the Company expects to recognize over a weighted-average period of 1.9 years. |