Burger King 2006 Annual Report Download - page 39

In the event that there is a finding of liability in these cases, we would be exposed to a potential obligation
for payment of plaintiff's attorneys' fees, penalties (in an amount to be set by the court) and injunctive relief.
It is not possible to ascertain with any degree of confidence the amount of our financial exposure, if any.
Proposition 65 Notices
On April 28, 2006, Physicians Committee for Responsible Medicine served us and others in our industry
with a notice under Proposition 65 alleging a violation of Proposition 65 for not warning about the chemical
compound PhIP in grilled chicken sandwiches served at restaurants in California. PhIP is listed in Proposition
65. The notice is a pre-condition to filing a lawsuit similar to the CERT lawsuit filed against us with respect to
acrylamide in french fries. The 60-day period expired July 2, 2006, meaning that the plaintiff may now file suit
against us.
On July 26, 2006, we were served with a 60-day notice of intent to sue under Proposition 65 asserting that
the french fries served at Burger King restaurants in California violate Proposition 65 because there are no
warnings to customers that the product contains naphthalene, a Proposition 65 listed chemical. The 60-day
notice period will expire on October 4, 2006, after which the plaintiff may file a lawsuit in California.
It is not possible to ascertain with any degree of confidence the amount of our financial exposure, if any, if
we are sued in connection with these matters.
From time to time, we are involved in other legal proceedings arising in the ordinary course of business
relating to matters including, but not limited to, disputes with franchisees, suppliers, employees and
customers, as well as disputes over our intellectual property.
Item 4. Submission of Matters to a Vote of Security Holders
The following matters were submitted to a vote of security holders during the fourth quarter of fiscal
2006:
By written consent dated April 7, 2006, the holders of approximately 97% of the common stock of
the Company elected John W. Chidsey to serve on the Board of Directors of the Company, effective as of
April 7, 2006. The Company did not solicit proxies.
By written consent dated May 1, 2006, the holders of approximately 97% of the common stock of the
Company approved the amended and restated certificate of incorporation and bylaws, elected all of the
nominees to the Board, approved a 26.34608 for 1 stock split of the Company's common stock and
approved and adopted the Burger King Holdings, Inc. 2006 Omnibus Incentive Plan and reservation of
shares to be issued under the plan. The Company did not solicit proxies and the board of directors as
previously reported to the SEC was re-elected in its entirety.
By written consent dated May 15, 2006, the holders of approximately 97% of the common stock of
the Company approved and adopted the Burger King Holdings, Inc. Amended and Restated Equity
Incentive Plan. The Company did not solicit proxies.
Information regarding executive officers is contained in Part III, Item 10 of this Form 10-K under
the heading ""Executive Officers of the Registrant.''
Part II
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities
Market for Our Common Stock
Our common stock trades on the New York Stock Exchange under the symbol ""BKC''. Trading of our
common stock commenced on May 18, 2006 following the completion of our initial public offering. Prior to
that date, no public market existed for our common stock. As of August 23, 2006 there were approximately
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