GameStop 2011 Annual Report Download - page 107

GAMESTOP CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
19. Stockholders’ Equity
The holders of Class A common stock are entitled to one vote per share on all matters to be voted on by
stockholders. Holders of Class A common stock will share in any dividend declared by the Board of Directors,
subject to any preferential rights of any outstanding preferred stock. In the event of the Company’s liquidation,
dissolution or winding up, all holders of common stock are entitled to share ratably in any assets available for
distribution to holders of shares of common stock after payment in full of any amounts required to be paid to
holders of preferred stock.
In 2005, the Company adopted a rights agreement under which one right (a “Right”) is attached to each
outstanding share of the Company’s common stock. Each Right entitles the holder to purchase from the
Company one one-thousandth of a share of a series of preferred stock, designated as Series A Junior Participating
Preferred Stock (the “Series A Preferred Stock”), at a price of $100.00 per one one-thousandth of a share. The
Rights will be exercisable only if a person or group acquires 15% or more of the voting power of the Company’s
outstanding common stock or announces a tender offer or exchange offer, the consummation of which would
result in such person or group owning 15% or more of the voting power of the Company’s outstanding common
stock.
If a person or group acquires 15% or more of the voting power of the Company’s outstanding common
stock, each Right will entitle a holder (other than such person or any member of such group) to purchase, at the
Right’s then current exercise price, a number of shares of common stock having a market value of twice the
exercise price of the Right. In addition, if the Company is acquired in a merger or other business combination
transaction or 50% or more of its consolidated assets or earning power are sold at any time after the Rights have
become exercisable, each Right will entitle its holder to purchase, at the Right’s then current exercise price, a
number of the acquiring company’s common shares having a market value at that time of twice the exercise price
of the Right. Furthermore, at any time after a person or group acquires 15% or more of the voting power of the
outstanding common stock of the Company but prior to the acquisition of 50% of such voting power, the Board
of Directors may, at its option, exchange part or all of the Rights (other than Rights held by the acquiring person
or group) at an exchange rate of one one-thousandth of a share of Series A Preferred Stock or one share of the
Company’s common stock for each Right.
The Company will be entitled to redeem the Rights at any time prior to the acquisition by a person or group
of 15% or more of the voting power of the outstanding common stock of the Company, at a price of $.01 per
Right. The Rights will expire on October 28, 2014.
The Company has 5 million shares of $.001 par value preferred stock authorized for issuance, of which
500 thousand shares have been designated by the Board of Directors as Series A Preferred Stock and reserved for
issuance upon exercise of the Rights. Each such share of Series A Preferred Stock will be nonredeemable and
junior to any other series of preferred stock the Company may issue (unless otherwise provided in the terms of
such stock) and will be entitled to a preferred dividend equal to the greater of $1.00 or one thousand times any
dividend declared on the Company’s common stock. In the event of liquidation, the holders of Series A Preferred
Stock will receive a preferred liquidation payment of $1,000.00 per share, plus an amount equal to accrued and
unpaid dividends and distributions thereon. Each share of Series A Preferred Stock will have ten thousand votes,
voting together with the Company’s common stock. However, in the event that dividends on the Series A
Preferred Stock shall be in arrears in an amount equal to six quarterly dividends thereon, holders of the Series A
Preferred Stock shall have the right, voting as a class, to elect two of the Company’s directors. In the event of any
merger, consolidation or other transaction in which the Company’s common stock is exchanged, each share of
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