Twenty-First Century Fox 2013 Annual Report Download - page 126

TWENTY-FIRST CENTURY FOX, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 13. STOCKHOLDERS’ EQUITY
Preferred Stock and Common Stock
Under the Twenty-First Century Fox, Inc. Restated Certificate of Incorporation, the Board is authorized to
issue shares of preferred stock or common stock at any time, without stockholder approval, and to determine all
the terms of those shares, including the following:
(i) the voting rights, if any, except that the issuance of preferred stock or series common stock which
entitles holders thereof to more than one vote per share requires the affirmative vote of the holders of a
majority of the combined voting power of the then outstanding shares of the Company's capital stock
entitled to vote generally in the election of directors;
(ii) the dividend rate and preferences, if any, which that preferred stock or common stock will have
compared to any other class; and
(iii) the redemption and liquidation rights and preferences, if any, which that preferred stock or
common stock will have compared to any other class.
Any decision by the Board to issue preferred stock or common stock must, however, be taken in accordance
with the Board’s fiduciary duty to act in the best interests of the Company's stockholders. The Company is
authorized to issue 100,000,000 shares of preferred stock, par value $0.01 per share. The Board has the authority,
without any further vote or action by the stockholders, to issue preferred stock in one or more series and to fix the
number of shares, designations, relative rights (including voting rights), preferences, qualifications and
limitations of such series to the full extent permitted by Delaware law.
The Company has two classes of common stock that are authorized and outstanding, non-voting Class A
Common Stock and voting Class B Common Stock.
As of June 30, 2013, there were approximately 38,500 holders of record of shares of Class A Common
Stock and 1,000 holders of record of Class B Common Stock.
In the event of a liquidation or dissolution of the Company, or a portion thereof, holders of Class A
Common Stock and Class B Common Stock shall be entitled to receive all of the remaining assets of the
Company available for distribution to its stockholders, ratably in proportion to the number of shares held by
Class A Common Stock holders and Class B Common Stock holders, respectively. In the event of any merger or
consolidation with or into another entity, the holders of Class A Common Stock and the holders of Class B
Common Stock shall be entitled to receive substantially identical per share consideration.
Stockholder Rights Agreement
During fiscal 2013, the Company’s Board of Directors adopted a stockholder rights agreement.
Under the rights agreement, each outstanding share of common stock of the Company has attached to it one
right. Initially, the rights will be represented by the common stock of the Company, will not be traded separately
from the common stock and will not be exercisable. The rights, unless redeemed or exchanged, will become
exercisable for common stock of the Company 10 business days after a person or group obtains beneficial
ownership (defined to include stock which a person has the right to acquire, regardless of whether such right is
subject to the passage of time or the satisfaction of conditions) of 15% or more of the outstanding shares of the
Company’s voting common stock. Following such acquisition of beneficial ownership, each right will entitle its
holder (other than the acquiring person or group) to purchase, at the exercise price (subject to adjustments
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