Petsmart 2011 Annual Report Download - page 27
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Please find page 27 of the 2011 Petsmart annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.-
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We have implemented some anti-takeover provisions that may prevent or delay an acquisition of us that may
not be beneficial to our shareholders.
Our restated certificate of incorporation and bylaws include provisions that may delay, defer or prevent a
change in management or control that our shareholders may not believe is in their best interests. These provisions
include:
• The ability of our board of directors to issue, without stockholder approval, up to 10,000,000 shares of
preferred stock in one or more series with rights, obligations and preferences determined by the board of
directors;
• No right of stockholders to call special meetings of stockholders;
• No right of stockholders to act by written consent;
• Certain advance notice procedures for nominating candidates for election to the board of directors; and
• No right to cumulative voting.
In addition, our restated certificate of incorporation requires a 66 2/3% vote of stockholders to:
• alter or amend our bylaws;
• remove a director without cause; or
• alter, amend or repeal certain provisions of our restated certificate of incorporation.
We are also subject to the anti-takeover provisions of Section 203 of the Delaware General Corporation
Law, and the application of Section 203 could delay or prevent an acquisition of PetSmart.
Item 1B. Unresolved Staff Comments
None.
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