Shutterfly 2010 Annual Report Download - page 28

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.
In addition, we are subject to Section 203 of the Delaware General Corporation Law, which, subject to some exceptions, prohibits "business
combinations" between a Delaware corporation and an "interested stockholder," which is generally defined as a stockholder who becomes a
beneficial owner of 15% or more of a Delaware corporation's voting stock, for a three-
year period following the date that the stockholder became
an interested stockholder. Section 203 could have the effect of delaying, deferring or preventing a change in control that our stockholders might
consider to be in their best interests.
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lawsuits threatened or filed against us;
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future sales of our common stock by our executive officers, directors and significant stockholders; and
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other events or factors, including those resulting from war, incidents of terrorism or responses to these events.
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our board is classified into three classes of directors, each with staggered three
-
year terms;
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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;
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our stockholders may take action only at a meeting of stockholders and not by written consent;
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vacancies on our board of directors may be filled only by our board of directors and not by stockholders;
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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
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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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