Salesforce.com 2012 Annual Report Download - page 29

• announcements by us or by our competitors of mergers or other strategic acquisitions, or rumors of
such transactions involving us or our competitors;
• announcements of customer additions and customer cancellations or delays in customer purchases;
• recruitment or departure of key personnel;
• disruptions in our service due to computer hardware, software, network or data center problems;
• the economy as a whole, market conditions in our industry and the industries of our customers;
• trading activity by a limited number of stockholders who together beneficially own a majority of our
outstanding common stock;
• the issuance of shares of common stock by us, whether in connection with an acquisition, a capital
raising transaction or upon conversion of some or all of our outstanding convertible senior notes; and
• any other factors discussed herein.
In addition, if the market for technology stocks or the stock market in general experiences uneven investor
confidence, the market price of our common stock could decline for reasons unrelated to our business, operating
results or financial condition. The market price of our common stock might also decline in reaction to events that
affect other companies within, or outside, our industry even if these events do not directly affect us. Some
companies that have experienced volatility in the trading price of their stock have been the subject of securities
class action litigation. If we are the subject of such litigation, it could result in substantial costs and a diversion of
management’s attention and resources.
Provisions in our amended and restated certificate of incorporation and bylaws, Delaware law and our
outstanding convertible notes might discourage, delay or prevent a change of control of our company or
changes in our management and, therefore, depress the market price of our common stock.
Our amended and restated certificate of incorporation and bylaws contain provisions that could depress the
market price of our common stock by acting to discourage, delay or prevent a change in control of our company
or changes in our management that the stockholders of our company may deem advantageous. These provisions
among other things:
• establish a classified board of directors so that not all members of our board are elected at one time;
• permit the board of directors to establish the number of directors;
• provide that directors may only be removed “for cause” and only with the approval of 66 2/3 percent of
our stockholders;
• require super-majority voting to amend some provisions in our amended and restated certificate of
incorporation and bylaws;
• authorize the issuance of “blank check” preferred stock that our board could use to implement a
stockholder rights plan (also known as a “poison pill”);
• eliminate the ability of our stockholders to call special meetings of stockholders;
• prohibit stockholder action by written consent, which requires all stockholder actions to be taken at a
meeting of our stockholders;
• provide that the board of directors is expressly authorized to make, alter or repeal our bylaws; and
• establish advance notice requirements for nominations for election to our board or for proposing
matters that can be acted upon by stockholders at annual stockholder meetings.
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