Enom 2014 Annual Report Download - page 31

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We do not anticipate paying cash dividends and, accordingly, stockholders must rely on stock appreciation for any return on their
investment.
We have never declared or paid cash dividends on our common stock and we do not anticipate paying cash dividends in the
future. As a result, only appreciation of the price of our common stock, which may never occur, will provide a return to stockholders.
Investors seeking cash dividends should not invest in our common stock.
Certain provisions in our charter documents and Delaware law could discourage takeover attempts and lead to management
entrenchment.
Our amended and restated certificate of incorporation and amended and restated bylaws contain provisions that could have the
effect of delaying or preventing changes in control or changes in our management without the consent of our board of directors,
including, among other things:
• a classified board of directors with three-year staggered terms, which may delay the ability of stockholders to change the
membership of a majority of our board of directors;
• no cumulative voting in the election of directors, which limits the ability of minority stockholders to elect director
candidates;
• the ability of our board of directors to determine to issue shares of preferred stock and to determine the price and other
terms of those shares, including preferences and voting rights, without stockholder approval, which could be used to
significantly dilute the ownership of a hostile acquiror;
• the exclusive right of our board of directors to elect a director to fill a vacancy created by the expansion of our board of
directors or the resignation, death or removal of a director, which prevents stockholders from being able to fill vacancies
on our board of directors;
• a prohibition on stockholder action by written consent, which forces stockholder action to be taken at an annual or special
meeting of our stockholders;
• the requirement that a special meeting of stockholders may be called only by the chairman of our board of directors, the
Chief Executive Officer, the president (in absence of a Chief Executive Officer) or our board of directors, which may
delay the ability of our stockholders to force consideration of a proposal or to take action, including the removal of
directors;
• the requirement for the affirmative vote of holders of at least 66 2/3% of the voting power of all of the then outstanding
shares of the voting stock, voting together as a single class, to amend the provisions of our amended and restated
certificate of incorporation relating to the issuance of preferred stock and management of our business or our amended and
restated bylaws, which may inhibit the ability of an acquiror from amending our certificate of incorporation or bylaws to
facilitate a hostile acquisition;
• the ability of our board of directors, by majority vote, to amend the bylaws, which may allow our board of directors to
take additional actions to prevent a hostile acquisition and inhibit the ability of an acquiror from amending the bylaws to
facilitate a hostile acquisition; and
• advance notice procedures that stockholders must comply with in order to nominate candidates to our board of directors or
to propose matters to be acted upon at a stockholders’ meeting, which may discourage or deter a potential acquiror from
conducting a solicitation of proxies to elect the acquiror’s own slate of directors or otherwise attempting to obtain control
of us.
We are also subject to certain anti-takeover provisions under Delaware law. Under Delaware law, a corporation may not, in
general, engage in a business combination with any holder of 15% or more of its capital stock unless the holder has held the stock for
three years or, among other things, our board of directors has approved the transaction.
Item 1B. Unresolved Staff Comments
None.