Burger King 2012 Annual Report Download - page 30

Table of Contents
For example, we may issue our securities in connection with investments or acquisitions. The amount of shares of our common stock issued in connection
with an investment or acquisition could constitute a material portion of the then-outstanding shares of our common stock and could materially dilute your
ownership. Issuances of common stock or voting preferred stock would reduce your influence over matters on which our stockholders vote and, in the case of
issuances of preferred stock, would likely result in your interest in us being subject to the prior rights of holders of that preferred stock.


Our amended and restated certificate of incorporation and bylaws contain provisions that may make the acquisition of the Company more difficult
without the approval of our board of directors. These provisions:
• authorize the issuance of undesignated preferred stock, the terms of which may be established and the shares of which may be issued without
stockholder approval, and which may include super voting, special approval, dividend, or other rights or preferences superior to the rights of the
holders of common stock;
• provide that the board of directors is expressly authorized to make, alter or repeal our amended and restated bylaws; and
• establish advance notice requirements for nominations for elections to our board of directors or for proposing matters that can be acted upon by
stockholders at stockholder meetings.
These anti-takeover provisions and other provisions under Delaware law could discourage, delay or prevent a transaction involving a change in control
of the Company, even if doing so would benefit our stockholders. These provisions could also discourage proxy contests and make it more difficult for you
and other stockholders to elect directors of your choosing and to cause us to take other corporate actions you desire.

Although we paid a quarterly cash dividend in November 2012 and our board of directors recently declared a quarterly cash dividend, any future
dividends will be determined at the discretion of our board of directors and will depend upon results of operations, financial condition, contractual
restrictions, including agreements governing our debt and any future indebtedness we may incur, restrictions imposed by applicable law and other factors our
board of directors deems relevant. Realization of a gain on your investment will depend on the appreciation of the price of our common stock, which may never
occur.

We are a holding company that does not conduct any business operations of our own. As a result, we are largely dependent upon cash dividends and
distributions and other transfers from our subsidiaries to make dividend payments on our common stock. The amounts available to us to pay cash dividends
may be restricted by law, regulation or any debt agreements entered into by our subsidiaries. The terms of our debt agreements will limit our ability to pay cash
dividends. In addition, we cannot assure you that the agreements governing any future indebtedness of us or our subsidiaries, or applicable laws or
regulations, will permit us to pay dividends on our common stock or otherwise adhere to any dividend policy we may adopt in the future.
 
None.
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Source: Burger King Worldwide, Inc., 10-K, February 22, 2013 Powered by Morningstar® Document Research℠
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