Zynga 2013 Annual Report Download - page 36

Table of Contents
sole holder of Class C common stock, Mark Pincus, will have greater relative voting control to the extent he retains his existing shares of Class
C common stock, and as a result he could in the future control a majority of our total voting power. Mark Pincus is entitled to vote his shares in
his own interests and may do so.
Certain provisions in our charter documents and under Delaware law could limit attempts by our stockholders to replace or remove our
board of directors or current management and limit the market price of our Class A common stock.
Provisions in our certificate of incorporation and bylaws may have the effect of delaying or preventing changes in our board of directors or
management. Our certificate of incorporation and bylaws include provisions that:
These provisions may frustrate or prevent any attempts by our stockholders to replace or remove our current management by making it
more difficult for stockholders to replace members of our board of directors, which is responsible for appointing the members of our
management. In addition, because we are incorporated in Delaware, we are governed by the provisions of Section 203 of the Delaware General
Corporation Law, which generally prohibits a Delaware corporation from engaging in any of a broad range of business combinations with any
“interested” stockholder for a period of three years following the date on which the stockholder became an “interested” stockholder.
Our share price has been and will likely continue to be volatile.
The trading price of our Class A common stock has been, and is likely to continue to be, highly volatile and could be subject to wide
fluctuations in response to various factors, some of which are beyond our control. Between December 31, 2012 and December 31, 2013, the
stock price of our Class A common stock has ranged from $2.34 to $4.55. In addition to the factors discussed in these “Risk Factors” and
elsewhere in this Annual Report on Form 10-K, factors that may cause volatility in our share price include:
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• establish an advance notice procedure for stockholder proposals to be brought before an annual meeting, including proposed
nominations of persons for election to our board of directors;
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prohibit cumulative voting in the election of directors; and
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reflect three classes of common stock, as discussed above.
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changes in projected operational and financial results;
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issuance of new or updated research or reports by securities analysts;
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market rumors or press reports;
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our announcement of significant transactions;
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announcements related to our stock repurchase program;
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the use by investors or analysts of third
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party data regarding our business that may not reflect our actual performance;
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fluctuations in the valuation of companies perceived by investors to be comparable to us;
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the activities, public announcements and financial performance of our commercial partners, such as Facebook;
• fluctuations in the trading volume of our shares, or the size of our public float relative to the total number of shares of our Class A,
Class B and Class C common stock that are issued and outstanding;
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share price and volume fluctuations attributable to inconsistent trading volume levels of our shares; and
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general economic and market conditions.