CIT » Topics » Common Stock

This excerpt taken from the CIT 8-K filed Oct 19, 2009.
Common Stock
 
Each share of our common stock entitles the holder thereof to one vote on all matters, including the election of directors, and, except as otherwise required by law or provided in any resolution adopted by our board of directors with respect to any series of preferred stock, the holders of the shares of common stock will possess all voting power. Our certificate of incorporation does not provide for cumulative voting in the election of directors. Generally, all matters to be voted on by the stockholders must be approved by a majority, or, in the case of the election of directors, by a plurality, of the votes cast, subject to state law and any voting rights granted to any of the holders of preferred stock. Notwithstanding the foregoing, approval of the following three matters requires the vote of holders of 662/3% of our outstanding capital stock entitled to vote in the election of directors: (1) amending, repealing or adopting of by-laws by the stockholders; (2) removing directors (which is permitted for cause only); and (3) amending, repealing or adopting any provision that is inconsistent with certain provisions of our certificate of incorporation. The holders of common stock do not have any preemptive rights. There are no subscription, redemption, conversion or sinking fund provisions with respect to the common stock.
 
Subject to any preferential rights of any outstanding series of preferred stock that our board of directors may create, from time to time, the holders of common stock will be entitled to dividends as may be declared from time to time by the board of directors from funds available therefor. Upon liquidation of CIT, subject to the rights of holders of any preferred stock outstanding, the holders of common stock will be entitled to receive our assets remaining after payment of liabilities proportionate to their pro rata ownership of the outstanding shares of common stock.
 
This excerpt taken from the CIT 8-K filed Oct 2, 2009.
Common Stock
 
Each share of our common stock entitles the holder thereof to one vote on all matters, including the election of directors, and, except as otherwise required by law or provided in any resolution adopted by our board of directors with respect to any series of preferred stock, the holders of the shares of common stock will possess all voting power. Our certificate of incorporation does not provide for cumulative voting in the election of directors. Generally, all matters to be voted on by the stockholders must be approved by a majority, or, in the case of the election of directors, by a plurality, of the votes cast, subject to state law and any voting rights granted to any of the holders of preferred stock. Notwithstanding the foregoing, approval of the following three matters requires the vote of holders of 662/3% of our outstanding capital stock entitled to vote in the election of directors: (1) amending, repealing or adopting of by-laws by the stockholders; (2) removing directors (which is permitted for cause only); and (3) amending, repealing or adopting any provision that is inconsistent with certain provisions of our certificate of incorporation. The holders of common stock do not have any preemptive rights. There are no subscription, redemption, conversion or sinking fund provisions with respect to the common stock.
 
Subject to any preferential rights of any outstanding series of preferred stock that our board of directors may create, from time to time, the holders of common stock will be entitled to dividends as may be declared from time to time by the board of directors from funds available therefor. Upon liquidation of CIT, subject to the rights of holders of any preferred stock outstanding, the holders of common stock will be entitled to receive our assets remaining after payment of liabilities proportionate to their pro rata ownership of the outstanding shares of common stock.
 
This excerpt taken from the CIT DEF 14A filed Apr 1, 2009.

Common Stock

Par Value: $0.01 per share
   
Total Authorized: 600,000,000 shares
   
Outstanding: 288,382,912 shares, excluding 254,805 shares of restricted stock
 

Subject to warrants, options, convertible securities, etc.:

81,837,692 shares subject to outstanding options, shares issuable upon conversion of the Company’s 8.75% Non-Cumulative Perpetual Convertible Preferred Stock, Series C and shares issuable pursuant to the purchase contract underlying the Company’s Equity Units (as defined below)

 
Reserved for benefit plans and other issuances: 12,743,539 shares
   
Remaining authorized but unissued: 291,198,047
   

Shares issued after Capitalization Date (other than pursuant to warrants, options, convertible securities, etc. as set forth above):

14,012,519 shares in connection with the offer to exchange equity units of the Company, stated amount $25 per unit (the “Equity Units”), that are in the form of corporate units

75,000,000 shares in connection with the Company’s pending public offering of common stock (11,250,000 shares pursuant to over-allotment options granted to the underwriters in connection with the pending public offering of common stock)

 

Preferred Stock

 

   

Par value:

$0.01 per share

   
Total Authorized: 100,000,000 shares
   
Outstanding (by series):
  • 6.350% Non-Cumulative Preferred Stock, Series A: 14,000,000

    Non-Cumulative Preferred Stock, Series B: 1,500,000

  • 8.75% Non-Cumulative Perpetual Convertible Preferred Stock, Series C: 11,500,000
   
Reserved for issuance: None
   
Remaining authorized but unissued: 73,000,000

B-59


This excerpt taken from the CIT 8-K filed Dec 23, 2008.
Common Stock”). In addition, the Company proposes to sell to the Underwriters up to an additional 11,250,000 shares of the Company’s Common Stock (the “
This excerpt taken from the CIT 8-K filed Nov 6, 2008.

Common Stock

The following table summarizes changes in common stock outstanding for the respective periods.

  Issued
   Less
Treasury
  Outstanding
 
Balance at December 31, 2006 213,555,940   (15,260,564 ) 198,295,376  
Treasury shares purchased   (12,877,316 ) (12,877,316 )
Shares held to cover taxes on vesting restricted shares   (291,232 ) (291,232 )
Stock options exercised   2,879,016   2,879,016  
Shares issued for acquisitions   726,206   726,206  
Shares sold to allow preferred dividend payment   235,800   235,800  
Employee stock purchase plan participation   123,516   123,516  
Restricted and performance shares issued 834,237     834,237  
 
 
 
 
Balance at December 31, 2007 214,390,177   (24,464,574 ) 189,925,603  
 
 
 
 

    Item 8: Financial Statements and Supplementary Data       PAGE 27


CIT GROUP INC. AND SUBSIDIARIES – NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
These excerpts taken from the CIT 10-K filed Feb 29, 2008.

Common Stock

The following table summarizes changes in common stock outstanding for the respective periods.

    Issued   Less Treasury   Outstanding  



Balance at December 31, 2006   213,555,940   (15,260,564 ) 198,295,376  
Treasury shares purchased     (12,877,316 ) (12,877,316 )
Shares held to cover taxes on vesting restricted shares     (291,232 ) (291,232 )
Stock options exercised     2,879,016   2,879,016  
Shares issued for acquisitions     726,206   726,206  
Shares sold to allow preferred dividend payment     235,800   235,800  
Employee stock purchase plan participation     123,516   123,516  
Restricted and performance shares issued   834,237     834,237  



Balance at December 31, 2007   214,390,177   (24,464,574 ) 189,925,603  




 
CIT _ ANNUAL REPORT 2007      PAGE 86  


CIT GROUP INC. AND SUBSIDIARIES – NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Common Stock




The following table summarizes
changes in common stock outstanding for the respective periods.



































































































































    Issued
 
Less
Treasury
 
Outstanding
 



Balance at
December 31, 2006
  213,555,940
  (15,260,564
) 198,295,376
 
Treasury shares
purchased
    (12,877,316
) (12,877,316
)
Shares held
to cover taxes on vesting restricted shares
    (291,232
) (291,232
)
Stock options
exercised
    2,879,016
  2,879,016
 
Shares issued
for acquisitions
    726,206   726,206  
Shares sold
to allow preferred dividend payment
    235,800   235,800  
Employee stock
purchase plan participation
    123,516   123,516  
Restricted
and performance shares issued
  834,237     834,237  



Balance at
December 31, 2007
  214,390,177
  (24,464,574
) 189,925,603
 






 

CIT _ ANNUAL REPORT 2007      PAGE 86  






CIT GROUP INC. AND
SUBSIDIARIES – NOTES TO CONSOLIDATED FINANCIAL STATEMENTS




This excerpt taken from the CIT 10-K filed Mar 1, 2007.

Common Stock

The following table summarizes changes in common stock outstanding for the respective periods.

                       Issued   Less Treasury   Outstanding  
   
 
 
 
Balance at December 31, 2005   212,315,498   (13,205,357 ) 199,110,141  
Treasury shares purchased     (5,770,200 ) (5,770,200 )
Stock options exercised     4,031,429   4,031,429  
Shares for taxes on unvested restricted shares     (403,957 ) (403,957 )
Employee stock purchase plan participation     87,521   87,521  
Restricted shares issued   1,240,442     1,240,442  
   
 
 
 
Balance at December 31, 2006   213,555,940   (15,260,564 ) 198,295,376  
   
 
 
 
This excerpt taken from the CIT 8-K filed May 31, 2006.

Common Stock

The following table summarizes changes in common stock outstanding for the respective periods.

Issued
Less Treasury
Outstanding
Balance at December 31, 2004   212,112,203   (1,672,033 ) 210,440,170  
Treasury shares purchased      (6,388,253 ) (6,388,253)
Treasury shares purchased – accelerated buyback program      (10,908,136 ) (10,908,136)
Stock options exercised      5,659,182  5,659,182  
Employee stock purchase plan participation      103,883  103,883  
Restricted shares vested  203,295   203,295  
  
 
 
 
Balance at December 31, 2005  212,315,498   (13,205,357)199,110,141  
  
 
 
 
This excerpt taken from the CIT 10-K filed Mar 6, 2006.

Common Stock

The following table summarizes changes in common stock outstanding for the respective periods.

Issued
Less Treasury
Outstanding
Balance at December 31, 2004   212,112,203   (1,672,033 ) 210,440,170  
Treasury shares purchased      (6,388,253 ) (6,388,253)
Treasury shares purchased – accelerated buyback program      (10,908,136 ) (10,908,136)
Stock options exercised      5,659,182  5,659,182  
Employee stock purchase plan participation      103,883  103,883  
Restricted shares vested  203,295   203,295  
  
 
 
 
Balance at December 31, 2005  212,315,498   (13,205,357)199,110,141  
  
 
 
 
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