Spirit Airlines 2011 Annual Report Download - page 37

corporate assets and subject us to potential delisting from the NASDAQ Global Select Market, regulatory investigations, civil or criminal
sanctions and class action litigation.
The market price of our common stock may be volatile, which could cause the value of an investment in our stock to decline.
The market price of our common stock may fluctuate substantially due to a variety of factors, many of which are beyond our control,
including:
The stock markets in general have experienced substantial volatility that has often been unrelated to the operating performance of
particular companies. These types of broad market fluctuations may adversely affect the trading price of our common stock.
In the past, stockholders have sometimes instituted securities class action litigation against companies following periods of volatility in the
market price of their securities. Any similar litigation against us could result in substantial costs, divert management’s attention and resources,
and harm our business or results of operations.
If securities or industry analysts do not publish research or reports about our business, or publish negative reports about our business,
our stock price and trading volume could decline.
The trading market for our common stock depends in part on the research and reports that securities or industry analysts publish about us
or our business. If one or more of the analysts who cover us downgrade our stock or publish inaccurate or unfavorable research about our
business, our stock price would likely decline. If one or more of these analysts cease coverage of our company or fail to publish reports on us
regularly, demand for our stock could decrease, which might cause our stock price and trading volume to decline.
Our anti-takeover provisions may delay or prevent a change of control, which could adversely affect the price of our common stock.
Our amended and restated certificate of incorporation and amended and restated bylaws contain provisions that may make it difficult to
remove our board of directors and management and may discourage or delay “change of control” transactions, which could adversely affect the
price of our common stock. These provisions include, among others:
•
announcements concerning our competitors, the airline industry or the economy in general;
•
strategic actions by us or our competitors, such as acquisitions or restructurings;
•
media reports and publications about the safety of our aircraft or the aircraft type we operate;
•
new regulatory pronouncements and changes in regulatory guidelines;
•
changes in the price of aircraft fuel;
•
announcements concerning the availability of the type of aircraft we use;
• general and industry-
specific economic conditions;
• changes in financial estimates or recommendations by securities analysts or failure to meet analysts’
performance expectations;
•
sales of our common stock or other actions by investors with significant shareholdings, including sales by our controlling stockholders;
•
trading strategies related to changes in fuel or oil prices; and
•
general market, political and economic conditions.
• our board of directors is divided into three classes, with each class serving for a staggered three-year term, which prevents stockholders
from electing an entirely new board of directors at an annual meeting;
• actions to be taken by our stockholders may only be effected at an annual or special meeting of our stockholders and not by written
consent;