Best Buy 2009 Annual Report Download - page 70

disinterested directors, by a committee of three or more Corporation Act relating to the removal of directors
disinterested persons who are not directors, approves without cause would govern, requiring the affirmative
either the business combination or the transaction by vote of a majority of the then-outstanding voting power.
which the shareholder becomes an interested Amendment of Classified Board By-law Provision. The
shareholder. Management believes that it is in the best Board has concluded that it is in the best interests of
interests of the shareholders to amend Article IX to Best Buy and its shareholders to reduce the shareholder
require the type of approval for Business Combinations vote required to amend Section 1 of Article III of our
that is substantially similar to the approval requirements Amended and Restated By-laws, which provides for,
set forth in the Minnesota Business Combinations Act, as among other things, a classified board of directors. As a
described above. As a result, in the event we are result of this proposed amendment, under most
involved in a transaction that constitutes a Business circumstances, the affirmative vote of 662⁄3% of the
Combination under the Amended Articles, the provisions then-outstanding shares entitled to vote would be
of the amended Article IX will operate in a way that is required to amend Section 1 of Article III of the
substantially similar to the provisions for approval of Amended and Restated By-laws.
business combinations set forth in the Minnesota
Business Corporation Act. Any differences between the Potential Anti-Takeover Effect
proposed amendment described herein and the
provisions for approval of business combinations set Notwithstanding the proposed amendments, certain
forth in the Minnesota Business Corporation Act are not provisions of the amended Article IX could continue to
intended to result in any substantive differences. have an anti-takeover effect by, in certain circumstances,
creating an impediment which may frustrate or delay
Amendment of Article IX. The Board has concluded persons seeking to effect a takeover or otherwise gain
that it is in the best interests of Best Buy and its control of our company. These provisions are:
shareholders to reduce the shareholder vote required to
• The ‘‘Business Combination’’ provision, which
amend, alter or repeal Article IX. As a result of this
like the Minnesota Business Corporation Act,
proposed amendment, under certain circumstances, the
would require the timely vote of a majority of a
affirmative vote of at least 662⁄3% of the
committee composed solely of disinterested
then-outstanding shares entitled to vote and at least
directors or persons;
662⁄3% of the shares held by shareholders other than the
interested shareholder that is involved in the Business • The provision for amending Article IX, which
Combination would be required to amend, alter or would generally require the affirmative vote of at
repeal Article IX. In the event we are involved in a least 662⁄3% of the then-outstanding shares
transaction that constitutes a business combination entitled to vote and at least 662⁄3% of the shares
under the Minnesota Business Corporation Act, the held by shareholders other than the interested
provisions of Article IX, as amended or altered, and the shareholder that is involved in the Business
provisions of the statute would govern. If Article IX has Combination; and
been repealed pursuant to the amendment procedures
• The provision for amending Section 1 of
set forth above, only the statute would govern.
Article III of our Amended and Restated By-laws,
Removal of Directors. The Board has concluded that it which provides for a classified board of directors,
is in the best interests of Best Buy and its shareholders which would generally require the affirmative
to delete the provisions in Article IX relating to the vote of 662⁄3% of the then-outstanding shares
removal of a director without cause. As a result, in the entitled to vote.
event the shareholders seek to remove a director without
cause, the provisions of the Minnesota Business
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