8-K
FASTENAL CO (FAST)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) November 20, 2020
FASTENAL COMPANY
(Exact name of registrant as specified in its charter)
| Minnesota | 0-16125 | 41-0948415 | |||
|---|---|---|---|---|---|
| (State or other jurisdiction<br>of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | 2001 Theurer Boulevard, Winona, Minnesota | 55987-1500 | |
| --- | --- | ||||
| (Address of principal executive offices) | (Zip Code) | (507) 454-5374 | |||
| --- | |||||
| (Registrant's telephone number, including area code) |
Not Applicable
(Former name or former address, if changed since last report)
| Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: | ||
|---|---|---|
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common stock, par value $.01 per share | FAST | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act
(17 CFR 230.405) or Rule 12b-2 of the Exchange Act (17 CFR 240.12b-2).
| Emerging Growth Company | ☐ |
|---|
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 7.01. Regulation FD Disclosure
On November 20, 2020, the Registrant issued a press release, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
INDEX TO EXHIBITS
| Exhibit<br>Number | Description of Document |
|---|---|
| 99.1 | Press release datedNovember 20, 2020 |
| 104 | The cover page from the Current Report on Form 8-K formatted in Inline XBRL. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Fastenal Company | ||
|---|---|---|
| (Registrant) | ||
| November 20, 2020 | By: | /s/ SHERYL A. LISOWSKI |
| (Date) | Sheryl A. Lisowski<br><br>Controller, Chief Accounting Officer, and Treasurer |
Document
EXHIBIT 99.1
Fastenal Company Announces Cash Dividend
WINONA, Minn., November 20, 2020 (BUSINESS WIRE) -- Fastenal Company (Nasdaq:FAST) reported its board of directors declared a special one-time dividend of $0.40 per share to be paid in cash on December 22, 2020 to shareholders of record at the close of business on December 2, 2020. Except for share and per share information, dollar amounts are stated in millions.
Fastenal began paying regular annual dividends in 1991, semi-annual dividends in 2003, and then expanded to quarterly dividends in 2011. In addition to these regular dividend payments, Fastenal has previously paid special one-time dividends in December 2008 and again in December 2012. Our board of directors currently intends to continue paying regular quarterly dividends, though all future determination as to payment of dividends will depend upon the financial condition and results of operations of the company and such other factors as are deemed relevant by the board of directors, such as income tax rates, related to dividends at that time.
In 2020, 2019, and 2018, we paid (or declared) dividends as follows:
| Year | First<br>Quarter | Second<br>Quarter | Third<br>Quarter | Fourth<br>Quarter | Sub-Total (Regular) | Fourth Quarter (Special) | Total | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2020 | $ | 0.250 | $ | 0.250 | $ | 0.250 | $ | 0.250 | $ | 1.000 | $ | 0.400 | $ | 1.400 |
| 2019 | $ | 0.215 | $ | 0.215 | $ | 0.220 | $ | 0.220 | $ | 0.870 | $ | 0.000 | $ | 0.870 |
| 2018 | $ | 0.185 | $ | 0.185 | $ | 0.200 | $ | 0.200 | $ | 0.770 | $ | 0.000 | $ | 0.770 |
Dividend and common stock purchase activity during the last ten years:
| Average Per | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Total | Dividends per Share | Total Value of | Total Number | Share Price of | ||||||||||||||
| Dividend | Dividends | Regular | Total | Common Stock | of Shares | Common Stock | ||||||||||||
| Year | Payments | Paid | Dividend | Dividend | Purchased | Purchased | Purchased | |||||||||||
| 2020 | Five (1) (2) | $ | 803.4 | $ | 1.000 | $ | 1.400 | $ | 52.0 | 1,600,000 | $ | 32.54 | ||||||
| 2019 | Four | $ | 498.6 | $ | 0.870 | $ | 0.870 | $ | — | — | $ | — | ||||||
| 2018 | Four | $ | 441.9 | $ | 0.770 | $ | 0.770 | $ | 103.0 | 4,000,000 | $ | 25.75 | ||||||
| 2017 | Four | $ | 369.1 | $ | 0.640 | $ | 0.640 | $ | 82.6 | 3,800,000 | $ | 21.72 | ||||||
| 2016 | Four | $ | 346.6 | $ | 0.600 | $ | 0.600 | $ | 59.5 | 3,200,000 | $ | 18.58 | ||||||
| 2015 | Four | $ | 327.1 | $ | 0.560 | $ | 0.560 | $ | 293.0 | 14,200,000 | $ | 20.63 | ||||||
| 2014 | Four | $ | 296.6 | $ | 0.500 | $ | 0.500 | $ | 52.9 | 2,400,000 | $ | 22.06 | ||||||
| 2013 | Four | $ | 237.5 | $ | 0.400 | $ | 0.400 | $ | 9.1 | 400,000 | $ | 22.70 | ||||||
| 2012 | Five(2) | $ | 367.3 | $ | 0.370 | $ | 0.620 | $ | — | — | $ | — | ||||||
| 2011 | Four | $ | 191.7 | $ | 0.325 | $ | 0.325 | $ | — | — | $ | — | ||||||
| Ten Year Total | $ | 3,879.8 | $ | 6.035 | $ | 6.685 | $ | 652.1 | 29,600,000 | $ | 22.03 |
(1) The Total Dividends Paid amount includes the estimated impact from this announcement. The estimate is
calculated using the 574.1 million shares outstanding at October 31, 2020.
(2) There was a supplemental dividend paid in December 2012 and another that will be paid in December 2020.
All share and per share information reflects the two-for-one stock splits in both 2019 and 2011.
About Fastenal
Fastenal helps customers simplify and realize product and process savings across their supply chain. We sell a broad offering of products spanning more than nine major product lines – from fasteners and tools to safety and janitorial supplies. These products are efficiently distributed to manufacturing facilities, job sites, and other customer locations through local service teams and point-of-use inventory solutions, including industrial vending technology and bin stock programs (Fastenal Managed Inventory or FMI®). Our distribution system centers on over 3,200 in-
market locations (a combination of public branches and customer-specific Onsite locations), primarily in North America but also in Asia, Europe, and Central and South America, each providing tailored inventory, flexible service, and custom solutions to drive the unique goals of local customers. These in-market servicing locations are supported by fifteen regional distribution centers, a captive logistics fleet, robust sourcing, quality and manufacturing resources, and multiple teams of industry specialists and support personnel – all working toward Fastenal’s common goal of Growth Through Customer Service®.
Additional information regarding Fastenal is available on the Fastenal Company website at www.fastenal.com.
This press release contains statements that are not historical in nature and that are intended to be, and are hereby identified as, "forward looking statements" as defined in the Private Securities Litigation Reform Act of 1995, including a statement regarding expectations as to payment of a quarterly cash dividend in the foreseeable future. Any future determination as to payment of dividends will depend upon the financial condition and results of operations of the company and such other factors as are deemed relevant by the board of directors. For example, a change in business needs including working capital and funding for acquisitions, or a change in income tax law relating to dividends, could cause the company to decide not to pay a dividend in the future. A discussion of other risks and uncertainties is included in the company's filings with the SEC, including our most recent annual and quarterly reports. FAST-D
| CONTACT: | Ellen Stolts |
|---|---|
| Assistant Controller – Reporting and Reconciliation | |
| 507.313.7282 |