Shutterfly 2013 Annual Report Download - page 43

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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;
• 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;
• ratings downgrades by any securities analysts who follow our company;
• the public’s response to our press releases or other public announcements, including our
filings with the SEC;
• announcements by us or our competitors of significant technical innovations, acquisitions,
strategic partnerships, joint ventures or capital commitments;
• introduction of technologies or product enhancements that reduce the need for our products;
• the loss of key personnel;
• lawsuits threatened or filed against us;
• future sales of our common stock by our executive officers, directors and significant
stockholders; and
• other events or factors, including those resulting from war, incidents of terrorism or responses
to these events.
Provisions of 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:
• 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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