Burger King 2012 Annual Report Download - page 29

Table of Contents
• that we have a corporate governance and nominating committee that is composed entirely of independent directors with a written charter addressing
the committee’s purpose and responsibilities; and
• that we have a compensation committee that is composed entirely of independent directors with a written charter addressing the committee’s
purpose and responsibilities.
Accordingly, for so long as we are a controlled company, holders of our common stock will not have the same protections afforded to stockholders of
companies that are subject to all of the New York Stock Exchange corporate governance requirements.

The market price for our common stock may fluctuate significantly in response to a number of factors, many of which we cannot control, including
those described under “Risk Factors – Risks Related to Our Business”, and the following:
• changes in the economic or capital markets conditions that could affect valuations of the Company or fast food companies in general;
• changes in financial estimates by any securities analysts who follow our Common Stock, our failure to meet these estimates or failure of those
analysts to initiate or maintain coverage of our Common Stock;
• downgrades by any securities analysts who follow our common stock;
• future sales of our common stock by our officers, directors and significant stockholders;
• global economic, legal, regulatory factors unrelated to our performance;
• announcements by us or our competitors of significant changes in product offerings, contracts, acquisitions, joint ventures or capital
commitments; and
• changes in key personnel.

As of December 31, 2012, there were 350,238,771 shares of common stock outstanding. Approximately 70% and 12% of our outstanding common
stock is held by 3G and investment funds affiliated with Pershing Square Capital Management L.P., respectively. Sales of a substantial amount of our
common stock in the public market, or the perception that these sales could occur, could adversely affect the price of our common stock and could impair our
ability to raise capital through the sale of additional shares.
Certain holders of our common stock may require us to register their shares for resale under the federal securities laws under the terms of certain separate
registration rights agreements between us and the holders of these securities, subject to lock-up restrictions in certain cases. Registration of those shares would
allow the holders thereof to immediately resell their shares in the public market. Any such sales, or anticipation thereof, could cause the market price of our
common stock to decline.
In addition, we have registered shares of common stock that are reserved for issuance under our 2011 Omnibus Incentive Plan and 2012 Omnibus
Incentive Plan.


Our board of directors has the authority, without action or vote of our stockholders, to issue all or any part of our authorized but unissued shares of
common stock or shares of our authorized but unissued preferred stock.
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Source: Burger King Worldwide, Inc., 10-K, February 22, 2013 Powered by Morningstar® Document Research℠
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