Spirit Airlines 2013 Annual Report Download - page 27

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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:
• 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;
• special meetings of our stockholders can be called only by the Chairman of the Board or by our corporate secretary at
the direction of our board of directors;
• advance notice procedures that stockholders must comply with in order to nominate candidates to our board of
directors and propose matters to be brought before an annual meeting of our stockholders may discourage or deter a
potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise
attempting to obtain control of our company; and
• our board of directors may, without stockholder approval, issue series of preferred stock, or rights to acquire preferred
stock, that could dilute the interest of, or impair the voting power of, holders of our common stock or could also be
used as a method of discouraging, delaying or preventing a change of control.
Our corporate charter and bylaws include provisions limiting voting by non-U.S. citizens and specifying an exclusive
forum for stockholder disputes.
To comply with restrictions imposed by federal law on foreign ownership of U.S. airlines, our amended and restated
certificate of incorporation and amended and restated bylaws restrict voting of shares of our common stock by non-U.S.
citizens. The restrictions imposed by federal law currently require that no more than 25% of our stock be voted, directly or
indirectly, by persons who are not U.S. citizens, and that our president and at least two-thirds of the members of our board of
directors and senior management be U.S. citizens. Our amended and restated bylaws provide that the failure of non-U.S.
citizens to register their shares on a separate stock record, which we refer to as the “foreign stock record,” would result in a
suspension of their voting rights in the event that the aggregate foreign ownership of the outstanding common stock exceeds the
foreign ownership restrictions imposed by federal law.
Our amended and restated bylaws further provide that no shares of our common stock will be registered on the foreign
stock record if the amount so registered would exceed the foreign ownership restrictions imposed by federal law. If it is
determined that the amount registered in the foreign stock record exceeds the foreign ownership restrictions imposed by federal
law, shares will be removed from the foreign stock record in reverse chronological order based on the date of registration
therein, until the number of shares registered therein does not exceed the foreign ownership restrictions imposed by federal law.
As of December 31, 2013, we believe we were in compliance with the foreign ownership rules.
As of December 31, 2013, there are no shares of non-voting common stock outstanding. When shares of non-voting
common stock are outstanding, the holders of such stock may convert such shares, on a share-for-share basis, in the order
reflected on our foreign stock record as shares of common stock are sold or otherwise transferred by non-U.S. citizens to U.S.
citizens.
Our amended and restated certificate of incorporation also specifies that the Court of Chancery of the State of Delaware
shall be the exclusive forum for substantially all disputes between us and our stockholders.
We do not intend to pay cash dividends for the foreseeable future.
We have never declared or paid cash dividends on our common stock. We currently intend to retain our future earnings, if
any, to finance the further development and expansion of our business and do not intend to pay cash dividends in the
foreseeable future. Any future determination to pay dividends will be at the discretion of our board of directors and will depend
on our financial condition, results of operations, capital requirements, restrictions contained in current or future financing
instruments, business prospects and such other factors as our board of directors deems relevant.