Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

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Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Tractor Supply Company’s common stock trades on The Nasdaq Global Select Market under the symbol “TSCO”.

The table below sets forth the high and low sales prices of our common stock as reported by The Nasdaq Global Select Market for each fiscal quarter of the periods indicated:

Price Range
20162015
HighLowHighLow
First Quarter$90.76$78.05$90.49$74.52
Second Quarter$97.25$86.44$93.99$83.70
Third Quarter$95.39$66.77$96.28$75.00
Fourth Quarter$78.17$61.50$94.00$80.06

As of February 3, 2017, the number of record holders of our common stock was 607 (excluding individual participants in nominee security position listings), and the estimated number of beneficial holders of our common stock was 115,000.

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Common Stock Dividends

During 2016 and 2015, the Board of Directors declared the following cash dividends:

Date DeclaredDividend Amount Per ShareStockholders of Record DateDate Paid
October 31, 2016$0.24November 14, 2016November 29, 2016
August 1, 2016$0.24August 15, 2016August 30, 2016
May 2, 2016$0.24May 16, 2016June 1, 2016
February 3, 2016$0.20February 22, 2016March 8, 2016
November 2, 2015$0.20November 16, 2015December 1, 2015
August 3, 2015$0.20August 17, 2015September 1, 2015
May 4, 2015$0.20May 18, 2015June 2, 2015
February 4, 2015$0.16February 23, 2015March 10, 2015

It is the present intention of the Board of Directors to continue to pay a quarterly cash dividend; however, the declaration and payment of future dividends will be determined by the Board of Directors in its sole discretion and will depend upon the earnings, financial condition and capital needs of the Company, as well as other factors which the Board of Directors deem relevant.

On February 8, 2017, our Board of Directors declared a quarterly cash dividend of $0.24 per share of the Company’s common stock. The dividend will be paid on March 14, 2017, to stockholders of record as of the close of business on February 27, 2017.

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Issuer Purchases of Equity Securities

The Company’s Board of Directors has authorized common stock repurchases under a share repurchase program. On October 31, 2016, the Board of Directors authorized a $1 billion increase to the existing share repurchase program, bringing the total amount authorized to $3 billion, exclusive of any fees, commissions, or other expenses related to such repurchases and extended the program through December 31, 2020. Additionally, the Company withholds shares from vested restricted stock units to satisfy employees’ minimum statutory tax withholding requirements. Stock purchase activity during fiscal 2016 is set forth in the table below:

PeriodTotal Number of Shares PurchasedAverage Price Paid Per ShareTotal Number of Shares Purchased as Part of Publicly Announced Plans or ProgramsMaximum Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs
First Quarter (a)1,194,323$83.681,184,087$471,601,257
Second Quarter86,79489.9086,794463,799,558
Third Quarter1,409,65277.171,409,652355,034,384
Fourth Quarter:
9/25/16 – 10/22/161,200,00067.411,200,000274,166,426
10/23/16 – 11/19/16 (b)377,13664.92377,1361,249,687,202
11/20/16 – 12/31/16140,00076.05140,0001,239,042,973
1,717,13667.561,717,1361,239,042,973
As of December 31, 20164,407,905$75.444,397,669$1,239,042,973

(a) The total number of shares purchased and average price paid per share include shares withheld from vested restricted stock units to satisfy employees’ minimum statutory tax withholding requirements of 10,236 during the first quarter.

(b) The Board authorized a $1 billion increase to its existing share repurchase program, bringing the total amount authorized to date under the program to $3 billion. The program, established in February 2007, has been extended through December 31, 2020.

We expect to implement the balance of the repurchase program through purchases made from time to time either in the open market or through private transactions, in accordance with regulations of the SEC and other applicable legal requirements. The timing and amount of any common stock repurchased under the program will depend on a variety of factors, including price, corporate and regulatory requirements, capital availability, and other market conditions.

Any additional stock repurchase programs will be subject to the discretion of our Board of Directors and subject to our results of operations, financial condition, cash requirements and other factors deemed relevant by our Board of Directors. The program may be limited or terminated at any time, without prior notice.

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STOCK PERFORMANCE GRAPH

This performance graph shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of Tractor Supply Company under the Securities Act of 1933, as amended, or the Exchange Act.

The following graph compares the cumulative total stockholder return on our common stock from December 31, 2011 to December 31, 2016 (the Company’s fiscal year-end), with the cumulative total returns of the S&P 500 Index and the S&P Retail Index over the same period. The comparison assumes that $100 was invested on December 31, 2011 in our common stock and in each of the foregoing indices and in each case assumes reinvestment of dividends. The historical stock price performance shown on this graph is not indicative of future performance.

a2016form10-_chartx46688.jpg

12/31/201112/29/201212/28/201312/27/201412/26/201512/31/2016
Tractor Supply Company$100.00$126.76$222.22$233.15$260.81$236.19
S&P 500$100.00$114.07$152.98$177.08$178.44$198.18
S&P Retail Index$100.00$123.80$182.90$203.34$256.45$271.66

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