A Dark Vector Cognition product

Item 1. Legal Proceedings.

4K characters. Original on sec.gov ·

Item 1. Legal Proceedings.

​

Incorporated by reference herein is information regarding certain legal proceedings in which we are involved as set forth under “Litigation” contained in Note 6 – “Commitments and Contingencies” in the Notes to the Consolidated Financial Statements in Item 1 of Part I of this Quarterly Report on Form 10-Q.

​

​

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

​

(c)

ISSUER PURCHASES OF EQUITY SECURITIES

​

​​​​​​​​​​​​
​​​​​​​​​Approximate
​​​​​​​​​Dollar Value of
​​​​​​​​​Shares that May
​​​​​​​Total Number of​Yet Be
​​​​​​​Shares Purchased​Purchased
​​Total Number​Average​as Part of Publicly​Under the Plans
​​of Shares​Price Paid Per​Announced Plans​or Programs(4)
Period(1)Purchased(2)Share(2)or Programs(3)(in millions)
First four weeks​​​​​​​​​​​
May 22, 2022 to June 18, 20223,903,166$51.093,903,086$102​
Second four weeks​​​​​​​​​​​
June 19, 2022 to July 16, 20223,092,495$48.102,168,963$1​
Third four weeks​​​​​​​​​​​
July 17, 2022 to August 13, 202298,937$47.0398,937$1​
Total7,094,598$49.736,170,986$1​
(1)The reported periods conform to our fiscal calendar composed of thirteen 28-day periods. The second quarter of 2022 contained three 28-day periods.

​

(2)Includes (i) shares repurchased under the December 2021 Repurchase Program described below in (4), (ii) shares repurchased under a program announced on December 6, 1999 to repurchase common shares to reduce dilution resulting from our employee stock option and long-term incentive plans, under which repurchases are limited to proceeds received from exercises of stock options and the tax benefits associated therewith (“1999 Repurchase Program”) and (iii) 923,612 shares that were surrendered to the Company by participants under our long-term incentive plans to pay for taxes on restricted stock awards.

​

(3)Represents shares repurchased under the December 2021 Repurchase Program and the 1999 Repurchase Program.

​

(4)On December 30, 2021, our Board of Directors approved a $1.0 billion share repurchase program to reacquire shares via open market purchase or privately negotiated transactions, block trades, or pursuant to trades intending to comply with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “December 2021 Repurchase Program”). The amounts shown in this column reflect the amount remaining under the December 2021 Repurchase Program as of the specified period end dates. Amounts available under the 1999 Repurchase Program are dependent upon option exercise activity. The December 2021 Repurchase Program and the 1999 Repurchase Program do not have an expiration date but may be suspended or terminated by our Board of Directors at any time. The December 2021 Repurchase Program was exhausted subsequent to the end of the second quarter of 2022. On September 9, 2022, our Board of Directors approved a $1.0 billion share repurchase program to reacquire shares via open market purchase or privately negotiated transactions, block trades, or pursuant to trades intending to comply with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “September 2022 Repurchase Program”). The September 2022 Repurchase Program does not have an expiration date but may be suspended or terminated by our Board of Directors at any time.

​

​

Previous: Item 4. Controls and Procedures. · Next: Item 6. Exhibits.