Spirit Airlines 2011 Annual Report Download - page 88

Notes to Financial Statements—(Continued)
Common Stock
Dividend Rights . Holders of the Company’s common stock are entitled to receive dividends, if any, as may be declared from time to time
by the Company’s board of directors out of legally available funds ratably with shares of the Company’s non-voting common stock, subject to
preferences that may be applicable to any then outstanding preferred stock and limitations under Delaware law.
Voting Rights . Each holder of the Company’s common stock is entitled to one vote for each share on all matters submitted to a vote of the
s tockholders, including the election of directors. The Company’s stockholders do not have cumulative voting rights in the election of directors.
Accordingly, holders of a majority of the voting shares are able to elect all of the directors properly up for election at any given stockholders’
meeting.
Liquidation . In the event of the Company’s liquidation, dissolution or winding up, holders of the Company's common stock will be
entitled to share ratably with shares of the Company’s non-voting common stock in the net assets legally available for distribution to
stockholders after the payment of all of the Company’s debts and other liabilities and the satisfaction of any liquidation preference granted to the
holders of any then outstanding shares of preferred stock.
Rights and Preferences . Holders of the Company’s common stock have no preemptive, conversion, subscription or other rights, and there
are no redemption or sinking fund provisions applicable to the Company’s common stock. The rights, preferences and privileges of the holders
of the Company’s common stock are subject to and may be adversely affected by, the rights of the holders of shares of any series of the
Company’s preferred stock that the Company may designate in the future.
Non-Voting Common Stock
Dividend Rights. Holders of the Company’s non-voting common stock are entitled to receive dividends, if any, as may be declared from
time to time by the Company’s board of directors out of legally available funds ratably with shares of the Company’s common stock, subject to
preferences that may be applicable to any then outstanding preferred stock and limitations under Delaware law.
Voting Rights. Shares of the Company’s non-voting common stock are not entitled to vote on any matters submitted to a vote of the
stockholders, including the election of directors, except to the extent required under Delaware law.
Conversion Rights . Shares of the Company’s non-voting common stock will be convertible on a share-for-share basis into common stock
at the election of the holder.
Liquidation. In the event of the Company’s liquidation, dissolution or winding up, holders of the Company’s non-voting common stock
will be entitled to share ratably with shares of the Company’s common stock in the net assets legally available for distribution to stockholders
after the payment of all of the Company’s debts and other liabilities and the satisfaction of any liquidation preference granted to the holders of
any then outstanding shares of preferred stock.
Rights and Preferences. Holders of the Company’s non-
voting common stock have no preemptive, conversion, subscription or other rights,
and there are no redemption or sinking fund provisions applicable to the Company’
s common stock. The rights, preferences and privileges of the
holders of the Company’s common stock are subject to and may be adversely affected by, the rights of the holders of shares of any series of the
Company’s preferred stock that the Company may designate in the future.
On December 7, 2011, the Company entered into a Stock Distribution Agreement with Indigo Miramar LLC and its members. Pursuant to
the Stock Distribution Agreement 10,576,180 shares of outstanding common stock were exchanged on a share-for-share basis for shares of non-
voting common stock. As of December 31, 2011 , there has been no change to the number of outstanding non-voting common stock.
Preferred Stock
The Company’s board of directors has the authority, without further action by the Company’s stockholders, to issue up to 10,000,000
shares of preferred stock in one or more series and to fix the rights, preferences, privileges and restrictions thereof. These rights, preferences and
privileges could include dividend rights, conversion rights, voting rights, terms of redemption, liquidation preferences, sinking fund terms and
the number of shares constituting any series or the designation of such series, any or all of which may be greater than the rights of common
stock. The Company’s issuance of preferred stock could adversely affect the voting power of holders of common stock and the likelihood that
such holders will receive dividend payments and payments upon liquidation. In addition, the issuance of preferred stock could have the effect of
delaying, deferring or preventing a change of control of the Company or other corporate action. As of December 31, 2011 , there were no shares
of preferred stock outstanding.
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