Shutterfly 2009 Annual Report Download - page 40
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Please find page 40 of the 2009 Shutterfly 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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Some provisions in our restated certificate of incorporation and restated bylaws and Delaware law may deter third parties from acquiring us.
Our restated certificate of incorporation and restated bylaws contain provisions that may make the acquisition of our company more difficult
without the approval of our board of directors, including the following:
These anti-
takeover defenses could discourage, delay or prevent a transaction involving a change in control of our company. These
provisions could also discourage proxy contests and make it more difficult for stockholders to elect directors of their choosing and to cause us to
take other corporate actions they desire.
•
our board is classified into three classes of directors, each with staggered three
-
year terms;
•
only our chairman, our chief executive officer, our president, or a majority of our board of directors is authorized to call a special meeting
of stockholders;
•
our stockholders may take action only at a meeting of stockholders and not by written consent;
•
vacancies on our board of directors may be filled only by our board of directors and not by stockholders;
•
our certificate of incorporation authorizes undesignated preferred stock, the terms of which may be established and shares of which may
be issued without stockholder approval; and
•
advance notice procedures apply for stockholders to nominate candidates for election as directors or to bring matters before an annual
meeting of stockholders.
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