DFIN 2017 Annual Report

Notes to the Consolidated and Combined Financial Statements (in millions, except per share data, unless otherwise indicated) Restricted Stock Nonvested restricted stock awards as of December 31, 2016 and December 31, 2017, and changes during the twelve months ended December 31, 2017, were as follows: Shares (thousands) Weighted Average Grant Date Fair Value Nonvested at December 31, 2016 . . . . . . . . . . . . . . . . . . . . . . . . . 156 $24.75 Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 129 22.35 Nonvested at December 31, 2017 . . . . . . . . . . . . . . . . . . . . . . . . . 285 $23.66 During the year ended December 31, 2017, the Company granted 129,400 shares of restricted stock to certain executives, payable upon the achievement of certain performance metrics. The fair value of these awards was determined based on the Company’s stock price on the grant date. The performance period for the restricted stock awarded is January 1, 2017 through December 31, 2019. The total potential payout for awards granted during the year ended December 31, 2017 range from zero to 129,400 shares, should certain performance targets be achieved. The maximum potential payout of 156,169 shares was achieved as of December 31, 2017 for the restricted stock awards granted during the year ended December 31, 2016. Compensation expense for the restricted stock awards is currently being recognized based on 100% attainment of the targeted performance metrics for the restricted stock awards granted in 2017 and is being recognized based on 100% actual achievement of the performance metrics for the restricted stock awards granted in 2016. Compensation expense for restricted stock awards was $2.2 million and $0.3 million for the years ended December 31, 2017 and 2016, respectively. As of December 31, 2017, there was $3.3 million of unrecognized compensation expense related to restricted stock awards, which is expected to be recognized over a weighted average period of 1.9 years. Performance Share Units During the year ended December 31, 2017, 37,100 performance share units were granted to certain executive officers and senior management, payable upon the achievement of certain established performance targets. The performance period for the shares awarded is January 1, 2017 through December 31, 2019. Distributions under these awards are payable at the end of the performance period in common stock or cash, at the Company’s discretion. The total potential payout for awards granted during the year ended December 31, 2017 range from zero to 55,650 shares, should certain performance targets be achieved. The fair value of these awards was determined based on the Company’s stock price on the grant date. Compensation expense for the PSUs granted in 2017 is currently being recognized based on 100% attainment of the targeted performance metrics or 37,100 shares. Compensation expense related to PSUs was $0.2 million for the year ended December 31, 2017. As of December 31, 2017, there was $0.6 million of unrecognized compensation expense related to PSUs, which is expected to be recognized over a weighted average period of 2.2 years. Note 15. Preferred Stock The Company has one million shares of $0.01 par value preferred stock authorized for issuance. The Board of Directors may divide the preferred stock into one or more series and fix the redemption, dividend, voting, conversion, sinking fund, liquidation and other rights. The Company has no present plans to issue any preferred stock. F-31

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