Burger King 2013 Annual Report Download - page 26

Table of Contents
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As of December 31, 2013, there were 351,816,664 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 Amended and
Restated 2012 Omnibus Incentive Plan.
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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. 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 the ownership of our common stockholders. Issuances of common stock or voting
preferred stock would reduce the influence of our common stockholders over matters on which our stockholders vote and, in the case of issuances of preferred
stock, would likely result in the interest of the common stockholders in us being subject to the prior rights of holders of that preferred stock.
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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 our
stockholders to elect directors of their choosing and to cause us to take other corporate actions they desire.
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Source: Burger King Worldwide, Inc., 10-K, February 21, 2014 Powered by Morningstar® Document Research℠
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