Quarterly report pursuant to Section 13 or 15(d)

Equity

v3.23.2
Equity
 6 Months Ended
Jun. 30, 2023
Equity [Abstract]  
Equity Equity
Dividends and Distributions
Our board of directors declared the following dividends in 2022 and 2023:

Announced Date Record Date Pay Date Amount per
share
2/17/2022 4/4/2022 4/11/2022 $ 0.375 
5/3/2022 7/5/2022 7/12/2022 $ 0.375 
8/4/2022 10/4/2022 10/11/2022 $ 0.375 
11/3/2022 12/28/2022
(1)
 01/6/2023 $ 0.375 
2/16/2023 04/3/2023 04/10/2023 $ 0.395 
5/4/2023 7/5/2023 7/12/2023 $ 0.395 
8/3/2023 10/4/2023 10/11/2023 $ 0.395 
(1) This dividend was treated as a distribution in 2023 for tax purposes.
Equity Offerings
We have an effective universal shelf registration statement registering the potential offer and sale, from time to time and in one or more offerings, of any combination of our common stock, preferred stock, depositary shares, debt securities, warrants and rights (collectively referred to as the “securities”). We may offer the securities directly, through agents, or to or through underwriters by means of ordinary brokers’ transactions on the NYSE or otherwise at market prices prevailing at the time of sale or at negotiated prices and may include “at the market” (“ATM”) offerings to or through a market maker or into an existing trading market on an exchange or otherwise. In January 2023, we established a dividend reinvestment and stock purchase plan, allowing stockholders and holders of OP Units (including LTIP Units) to purchase shares of our common stock by reinvesting cash dividends or distributions received. We completed the following public offerings (including ATM issuances) of our common stock during 2023 and 2022:
Date/Period Common Stock Offerings
Shares Issued (2)
Price Per Share
Net Proceeds (1)
  (amounts in millions, except per share amounts)
Q1 2022 ATM 1.050  $ 48.14 
(3)
 $ 50 
Q2 2022 ATM 0.731  38.91 
(3)
 28 
Q3 2022 ATM 1.346  36.85 
(3)
 49 
Q4 2022 ATM 1.996  31.41 
(3)
 62 
Q1 2023 ATM 0.763  31.31 
(3)
 24 
5/30/2023 Public Offering 15.000  22.23 
(4)
 333 
Q2 2023 ATM 0.053 26.07 
(3)
 1 
(1)Net proceeds from the offerings are shown after deducting underwriting discounts and commissions.
(2)Includes shares issued in connection with the exercise of the underwriters’ option to purchase additional shares.
(3)Represents the average price per share at which investors in our ATM offerings purchased our shares.
(4)Represents the price per share at which the underwriters in our public offering purchased our shares.
Equity-based Compensation Awards
We have issued equity awards that vest from 2023 to 2027 subject to service, performance and market conditions. During the six months ended June 30, 2023, our board of directors awarded employees and directors 753,371 shares of restricted stock, restricted stock units and LTIP Units that vest from 2024 to 2026. Refer to Note 4 to our financial statements in this Form 10-Q for background on the LTIP Units.
For the three and six months ended June 30, 2023 we recorded $4 million and $11 million of stock based compensation, respectively, compared to $12 million and $16 million during the three and six months ended June 30, 2022, respectively. We have a retirement policy which provides for full vesting at retirement of any time-based awards that were granted prior to the date of retirement and permits the vesting of performance-based awards that were granted prior to the date of retirement according to the original vesting schedule of the award, subject to the achievement of the applicable performance measures. Employees are eligible for the retirement policy upon meeting age and years of service criteria. The total unrecognized compensation expense related to awards of shares of restricted stock and restricted stock units was approximately $27 million as of June 30, 2023. We expect to recognize compensation expense related to our equity awards over a weighted-average term of approximately 2 years. A summary of the unvested shares of restricted common stock that have been issued is as follows:

Restricted Shares of Common Stock Weighted Average Grant Date Fair Value Value
(per share) (in millions)
Ending Balance — December 31, 2021 193,548  $ 38.66  $ 7.5 
Granted 71,911  37.32  2.7 
Vested (93,646) 46.46  (4.3)
Forfeited (3,361) 46.83  (0.2)
Ending Balance — December 31, 2022 168,452  $ 33.59  $ 5.7 
Granted 66,678  31.19  2.1 
Vested (92,465) 28.53  (2.7)
Forfeited (541) 36.58  — 
Ending Balance — June 30, 2023 142,124  $ 35.74  $ 5.1 
A summary of the unvested shares of restricted stock units that have market-based vesting conditions that have been issued is as follows:

Restricted Stock Units (1)
Weighted Average Grant Date Fair Value Value
(per share) (in millions)
Ending Balance — December 31, 2021 78,366  $ 35.32  $ 2.8 
Granted 24,790  58.77  1.5 
Incremental performance shares granted 39,730  25.12  1.0 
Vested (79,460) 25.12  (2.1)
Forfeited (5,022) 49.00  (0.2)
Ending Balance — December 31, 2022 58,404  $ 51.03  $ 3.0 
Granted 62,310  39.29  2.4 
Incremental performance shares granted 7,305  34.63  0.3 
Vested (17,449) 34.63  (0.6)
Forfeited (10,686) 21.03  (0.2)
Ending Balance — June 30, 2023 99,884  $ 48.59  $ 4.9 

(1)    As discussed in Note 2 to our financial statements in this Form 10-Q, restricted stock units with market-based vesting conditions can vest between 0% and 200% subject to both the absolute performance of the Company's common stock as well as relative performance compared to a group of peers. The incremental performance shares granted relate to the vesting of awards at the achieved performance level.
A summary of the unvested LTIP Units that have time-based vesting conditions that have been issued is as follows:

LTIP Units (1)
Weighted Average Grant Date Fair Value Value
(per share) (in millions)
Ending Balance — December 31, 2021 384,046  $ 43.15  $ 16.6 
Granted 174,340  44.08  7.7 
Vested (279,123) 44.64  (12.5)
Forfeited (2,497) 46.08  (0.1)
Ending Balance — December 31, 2022 276,766  $ 42.21  $ 11.7 
Granted 342,349  30.08  10.3 
Vested (130,819) 39.97  (5.2)
Forfeited —  —  — 
Ending Balance — June 30, 2023 488,296  $ 34.30  $ 16.8 

(1)    See Note 4 to our financial statements in this Form 10-Q for information on the vesting of LTIP Units.
A summary of the unvested LTIP Units that have market-based vesting conditions that have been issued is as follows:

LTIP Units (1)
Weighted Average Grant Date Fair Value Value
(per share) (in millions)
Ending Balance — December 31, 2021 347,478  $ 31.61  $ 11.0 
Granted 125,550  54.77  6.9 
Incremental performance shares granted 149,000  26.70  4.0 
Vested (298,000) 26.70  (8.0)
Forfeited —  —  — 
Ending Balance — December 31, 2022 324,028  $ 42.84  $ 13.9 
Granted 282,034  39.29  11.1 
Incremental performance shares granted 40,394  19.94  0.8 
Vested (96,496) 19.94  (1.9)
Forfeited (56,102) 4.56  (0.3)
Ending Balance — June 30, 2023 493,858  $ 47.76  $ 23.6 

(1)    See Note 4 to our financial statements in this Form 10-Q for information on the vesting of LTIP Units. LTIP Units with market-based vesting conditions can vest between 0% and 200% subject to both the absolute performance of the Company's common stock as well as relative performance compared to a group of peers. The incremental performance shares granted relate to the vesting of awards at the achieved performance level.