COG » Topics » PART III

These excerpts taken from the COG 10-K filed Feb 27, 2009.

PART II

 

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Our common stock is listed and principally traded on the New York Stock Exchange under the ticker symbol “COG.” The following table presents the high and low closing sales prices per share of our common stock during certain periods, as reported in the consolidated transaction reporting system. Cash dividends paid per share of the common stock are also shown. A regular dividend has been declared each quarter since we became a public company in 1990.

On February 23, 2007, our Board of Directors declared a 2-for-1 split of our common stock in the form of a stock distribution. The stock dividend was distributed on March 30, 2007 to stockholders of record on March 16, 2007. All common stock accounts and per share data, including cash dividends per share, have been retroactively adjusted to give effect to the 2-for-1 split of our common stock. After the stock split, the dividend was increased to $0.03 per share per quarter, or a 50% increase from pre-split levels.

 

     High    Low    Dividends

2008

        

First Quarter

   $ 53.41    $ 37.67    $ 0.03

Second Quarter

   $ 71.11    $ 51.48    $ 0.03

Third Quarter

   $ 68.58    $ 33.58    $ 0.03

Fourth Quarter

   $ 33.83    $ 21.31    $ 0.03

2007

        

First Quarter

   $ 35.29    $ 28.06    $ 0.02

Second Quarter

   $ 41.88    $ 34.55    $ 0.03

Third Quarter

   $ 38.39    $ 31.55    $ 0.03

Fourth Quarter

   $ 40.90    $ 33.59    $ 0.03

As of January 31, 2009, there were 544 registered holders of the common stock. Shareholders include individuals, brokers, nominees, custodians, trustees, and institutions such as banks, insurance companies and pension funds. Many of these hold large blocks of stock on behalf of other individuals or firms.

PART II

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ITEM 5.MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%">Our common stock is listed and principally traded on the New York Stock Exchange under the ticker symbol “COG.” The following table presents the
high and low closing sales prices per share of our common stock during certain periods, as reported in the consolidated transaction reporting system. Cash dividends paid per share of the common stock are also shown. A regular dividend has been
declared each quarter since we became a public company in 1990.

On February 23, 2007, our Board of Directors declared a 2-for-1 split
of our common stock in the form of a stock distribution. The stock dividend was distributed on March 30, 2007 to stockholders of record on March 16, 2007. All common stock accounts and per share data, including cash dividends per share,
have been retroactively adjusted to give effect to the 2-for-1 split of our common stock. After the stock split, the dividend was increased to $0.03 per share per quarter, or a 50% increase from pre-split levels.

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   High  Low  Dividends

2008

      

First Quarter

  $53.41  $37.67  $0.03

Second Quarter

  $71.11  $51.48  $0.03

Third Quarter

  $68.58  $33.58  $0.03

Fourth Quarter

  $33.83  $21.31  $0.03

2007

      

First Quarter

  $35.29  $28.06  $0.02

Second Quarter

  $41.88  $34.55  $0.03

Third Quarter

  $38.39  $31.55  $0.03

Fourth Quarter

  $40.90  $33.59  $0.03

As of January 31, 2009, there were 544 registered holders of the common stock. Shareholders
include individuals, brokers, nominees, custodians, trustees, and institutions such as banks, insurance companies and pension funds. Many of these hold large blocks of stock on behalf of other individuals or firms.

STYLE="margin-top:18px;margin-bottom:0px">ISSUER PURCHASES OF EQUITY SECURITIES

Our Board of
Directors has authorized a share repurchase program under which we may purchase shares of common stock in the open market or in negotiated transactions. There is no expiration date associated with the authorization. During 2008, we did not
repurchase any shares of common stock. All purchases executed to date have been through open market transactions. The maximum number of shares that may yet be purchased under the plan as of December 31, 2008 was 4,795,300.

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27







Table of Contents


Index to Financial Statements


PART III

 

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information required by this Item is incorporated by reference to the Company’s definitive Proxy Statement in connection with the 2009 annual stockholders’ meeting. In addition, the information set forth under the caption “Business—Other Business Matters—Corporate Governance Matters” in Item 1 regarding our Code of Business Conduct is incorporated by reference in response to this Item.

 

ITEM 11. EXECUTIVE COMPENSATION

The information required by this Item is incorporated by reference to the Company’s definitive Proxy Statement in connection with the 2009 annual stockholders’ meeting.

 

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information required by this Item is incorporated by reference to the Company’s definitive Proxy Statement in connection with the 2009 annual stockholders’ meeting.

 

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information required by this Item is incorporated by reference to the Company’s definitive Proxy Statement in connection with the 2009 annual stockholders’ meeting.

 

110


Table of Contents
Index to Financial Statements
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required by this Item is incorporated by reference to the Company’s definitive Proxy Statement in connection with the 2009 annual stockholders’ meeting.

These excerpts taken from the COG 10-K filed Feb 27, 2008.


PART II

 






ITEM 5.
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
STYLE="margin-top:6px;margin-bottom:0px">The common stock is listed and principally traded on the New York Stock Exchange under the ticker symbol “COG.” The following table presents the high and low
closing sales prices per share of the common stock during certain periods, as reported in the consolidated transaction reporting system. Cash dividends paid per share of the common stock are also shown. A regular dividend has been declared each
quarter since we became a public company in 1990.

On February 23, 2007, our Board of Directors declared a 2-for-1 split of our common stock in the
form of a stock distribution. The stock dividend was distributed on March 30, 2007 to stockholders of record on March 16, 2007. All common stock accounts and per share data, including cash dividends per share, have been retroactively
adjusted to give effect to the 2-for-1 split of our common stock. After the stock split, the dividend was increased to $0.03 per share per quarter, or a 50% increase from pre-split levels.

STYLE="font-size:12px;margin-top:0px;margin-bottom:0px"> 










































































































































   High  Low  Dividends

2007

      

First Quarter

  $35.29  $28.06  $0.02

Second Quarter

  $41.88  $34.55  $0.03

Third Quarter

  $38.39  $31.55  $0.03

Fourth Quarter

  $40.90  $33.59  $0.03

2006

      

First Quarter

  $26.01  $21.59  $0.02

Second Quarter

  $27.22  $19.21  $0.02

Third Quarter

  $27.58  $22.08  $0.02

Fourth Quarter

  $32.86  $22.19  $0.02

As of January 31, 2007, there were 574 registered holders of the common stock. Shareholders include
individuals, brokers, nominees, custodians, trustees, and institutions such as banks, insurance companies and pension funds. Many of these hold large blocks of stock on behalf of other individuals or firms.

STYLE="margin-top:18px;margin-bottom:0px">ISSUER PURCHASES OF EQUITY SECURITIES

Our Board of Directors has
authorized a share repurchase program under which we may purchase shares of common stock in the open market or in negotiated transactions. There is no expiration date associated with the authorization. During 2007, we did not repurchase any
shares of common stock. All purchases executed to date have been through open market transactions. The maximum number of shares that may yet be purchased under the plan as of December 31, 2007 was 4,795,300.

STYLE="margin-top:0px;margin-bottom:0px"> 


- 33 -







Table of Contents


Index to Financial Statements


PART III

 

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information required by this Item is incorporated by reference to the Company’s definitive Proxy Statement in connection with the 2008 annual stockholders’ meeting. In addition, the information set forth under the caption “Business-Other Business Matters-Corporate Governance Matters” in Item 1 regarding our Code of Business Conduct is incorporated by reference in response to this Item.

 

ITEM 11. EXECUTIVE COMPENSATION

The information required by this Item is incorporated by reference to the Company’s definitive Proxy Statement in connection with the 2008 annual stockholders’ meeting.

 

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information required by this Item is incorporated by reference to the Company’s definitive Proxy Statement in connection with the 2008 annual stockholders’ meeting.

 

- 115 -


Table of Contents
Index to Financial Statements
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information required by this Item is incorporated by reference to the Company’s definitive Proxy Statement in connection with the 2008 annual stockholders’ meeting.

 

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required by this Item is incorporated by reference to the Company’s definitive Proxy Statement in connection with the 2008 annual stockholders’ meeting.

This excerpt taken from the COG 10-K filed Feb 28, 2007.

PART III

 

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information required by this Item is incorporated by reference to the Company’s definitive Proxy Statement in connection with the 2007 annual stockholders’ meeting. In addition, the information set forth under the caption “Business-Other Business Matters-Corporate Governance Matters” in Item 1 regarding our Code of Business Conduct is incorporated by reference in response to this Item.

 

- 107 -


Table of Contents
Index to Financial Statements
ITEM 11. EXECUTIVE COMPENSATION

The information required by this Item is incorporated by reference to the Company’s definitive Proxy Statement in connection with the 2007 annual stockholders’ meeting.

 

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information required by this Item is incorporated by reference to the Company’s definitive Proxy Statement in connection with the 2007 annual stockholders’ meeting.

 

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information required by this Item is incorporated by reference to the Company’s definitive Proxy Statement in connection with the 2007 annual stockholders’ meeting.

 

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required by this Item is incorporated by reference to the Company’s definitive Proxy Statement in connection with the 2007 annual stockholders’ meeting.

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