|12 Months Ended|
Dec. 31, 2022
|Stockholders' Equity||Stockholders’ Equity
Prior to the Corporate Conversion, the outstanding equity interests in the Company consisted only of Class A Units of HGGH, and outstanding equity-based compensation awards consisted only of options exercisable for Class A Units of HGGH. As part of the Corporate Conversion, all of HGGH’s outstanding equity interests were converted into shares of common stock of HireRight Holdings Corporation and all of HGGH’s outstanding equity-based compensation awards were converted into options exercisable for common stock of HireRight Holdings Corporation.
Summary of Rights and Key Provisions
A summary of the rights and key provisions affecting each class of the Company’s stock as of December 31, 2022, is as follows:
The authorized capital stock of the Company consists of 1,000,000,000 shares of common stock, par value $0.001 per share, and 100,000,000 shares of undesignated preferred stock, par value $0.001 per share.
The holders of common stock are entitled to (i) dividend rights, (ii) voting rights, and (iii) liquidation rights. The dividend rights grant holders of common stock the right to receive dividends out of assets legally available at the times and in the amounts as the board of directors may determine from time to time. The voting rights grant each holder of common stock one vote per share on all matters submitted to a vote of stockholders. The liquidation rights grant holders of common stock the right to receive pro rata Company assets that are legally available for distribution, after payment of all debts and other liabilities and subject to the prior rights of any holders of preferred stock then outstanding. Holders of common stock are not entitled to preemptive rights or conversion or redemption rights.
The board of directors may, without further action by the Company’s stockholders, from time to time, direct the issuance of shares of preferred stock in series and may, at the time of issuance, determine the designations, powers, preferences, privileges, and relative participating, optional or special rights as well as the qualifications, limitations or restrictions thereof, including dividend rights, conversion rights, voting rights, terms of redemption and liquidation preferences, any or all of which may be greater than the rights of the common stock.
Repurchase of Common Stock
On November 13, 2022, the Company's Board of Directors authorized a share repurchase program (“Program”). The Program authorizes the Company to repurchase up to $100.0 million of the Company’s common stock, par value $0.0001, and will expire on November 14, 2024.
Repurchases under the Program may be made in the open market, in privately negotiated transactions or otherwise, including through Rule 10b5-1 trading plans, with the amount and timing of repurchases depending on stock price, trading volume, market conditions and other general business considerations. Open market repurchases will be structured to occur within the pricing and volume requirements of Rule 10b-18.
This Program does not obligate the Company to acquire any particular amount of common stock and the Program may be extended, modified, suspended or discontinued at any time at the Company’s discretion.
As of December 31, 2022, the Company repurchased 1,528,829 shares of Common stock for $16.8 million, including commissions paid, at an average price paid of $11.01 per share, which is recorded as “Treasury stock” on the Company's consolidated balance sheets. As of December 31, 2022, approximately $83.2 million remained available for future purchases under the Program.
The entire disclosure for the formation, structure, control and ownership of a limited liability company (LLC).
Reference 1: http://www.xbrl.org/2003/role/disclosureRef