Shutterfly 2011 Annual Report Download - page 26

Our stock price may be volatile or may decline regardless of our operating performance.
The market price of our common stock may fluctuate significantly in response to numerous factors, many of which are beyond our
control. In particular, the stock market as a whole recently has experienced extreme price and volume fluctuations that have affected the market
price of many technology companies in ways that may have been unrelated to those companies’
operating performance. Factors that could cause
our stock price to fluctuate include:
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:
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slow economic growth, and market conditions or trends in our industry or the macro
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economy as a whole;
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price and volume fluctuations in the overall stock market;
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changes in operating performance and stock market valuations of other technology companies generally, or those in our industry in
particular;
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the financial projections we may provide to the public, any changes in these projections or our failure to meet these projections;
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changes in financial estimates by any securities analysts who follow our company, our failure to meet these estimates or failure of
those analysts to initiate or maintain coverage of our stock;
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ratings downgrades by any securities analysts who follow our company;
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the public
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s response to our press releases or other public announcements, including our filings with the SEC;
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announcements by us or our competitors of significant technical innovations, acquisitions, strategic partnerships, joint ventures or
capital commitments;
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introduction of technologies or product enhancements that reduce the need for our products;
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impairment or loss in value of our investments in auction rate securities;
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the loss of key personnel;
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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
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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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