Zynga 2014 Annual Report Download - page 43

Table of Contents
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 January 1, 2014 and December 31, 2014, the stock
price of our Class A common stock has ranged from $2.20 to $5.89. 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:
Furthermore, the stock markets have experienced extreme price and volume fluctuations that have affected and continue to affect the
market prices of equity securities of many companies. These fluctuations often have been unrelated or disproportionate to the operating
performance of those companies. These broad market and industry fluctuations, as well as general economic, political and market conditions
such as recessions, interest rate changes or international currency fluctuations, may negatively impact the market price of our Class A common
stock. In the past, companies that have experienced volatility in the market price of their stock have been subject to securities class action
litigation. We have been the target of this type of litigation as described in
40
• 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;
•
prohibit cumulative voting in the election of directors; and
•
reflect three classes of common stock, as discussed above.
•
changes in projected operational and financial results;
•
issuance of new or updated research or reports by securities analysts;
•
market rumors or press reports;
•
our announcement of significant transactions;
•
the use by investors or analysts of third
-
party data regarding our business that may not reflect our actual performance;
•
fluctuations in the valuation of companies perceived by investors to be comparable to us;
•
the activities, public announcements and financial performance of our commercial partners, such as Facebook, Apple and Google;
• 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;
•
share price and volume fluctuations attributable to inconsistent trading volume levels of our shares; and
•
general economic and market conditions.