Hertz 2009 Annual Report Download - page 63

ITEM 1A. RISK FACTORS (Continued)
Our certificate of incorporation, by-laws and Delaware law may discourage takeovers and business
combinations that our stockholders might consider in their best interests.
A number of provisions in our certificate of incorporation and by-laws, as well as anti-takeover provisions
of Delaware law, may have the effect of delaying, deterring, preventing or rendering more difficult a
change in control of Hertz Holdings that our stockholders might consider in their best interests. These
provisions include:
• establishment of a classified board of directors, with staggered terms;
•granting to the board of directors sole power to set the number of directors and to fill any vacancy
on the board of directors, whether such vacancy occurs as a result of an increase in the number of
directors or otherwise;
• limitations on the ability of stockholders to remove directors;
•the ability of our board of directors to designate and issue one or more series of preferred stock
without stockholder approval, the terms of which may be determined at the sole discretion of the
board of directors;
• prohibition on stockholders from calling special meetings of stockholders;
•establishment of advance notice requirements for stockholder proposals and nominations for
election to the board of directors at stockholder meetings; and
•prohibiting our stockholders from acting by written consent if investment funds affiliated with or
designated by the Sponsors cease to collectively hold a majority of our outstanding common
stock.
These provisions may prevent our stockholders from receiving the benefit from any premium to the
market price of our common stock offered by a bidder in a takeover context. Even in the absence of a
takeover attempt, the existence of these provisions may adversely affect the prevailing market price of
our common stock if they are viewed as discouraging takeover attempts in the future.
Our certificate of incorporation and by-laws may also make it difficult for stockholders to replace or
remove our management. These provisions may facilitate management entrenchment that may delay,
deter, render more difficult or prevent a change in our control, which may not be in the best interests of
our stockholders.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
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