Zynga 2015 Annual Report Download - page 103

Table of Contents
10. Stockholders’ Equity
CommonStock
Our three classes of common stock are Class A common stock, Class B common stock and Class C common stock. The following are the rights and
privileges of our classes of common stock:
Dividends . The holders of outstanding shares of our Class A, Class B and Class C common stock are entitled to receive dividends out of funds legally
available at the times and in the amounts that our Board of Directors (the “Board”) may determine.
Voting Rights . Holders of our Class A common stock are entitled to one vote per share, holders of our Class B common stock are entitled to seven votes per
share and holders of our Class C common stock are entitled to 70 votes per share. In general, holders of our Class A common stock, Class B common stock and
Class C common stock will vote together as a single class on all matters submitted to a vote of stockholders, unless otherwise required by law. Delaware law could
require either our Class A common stock, Class B common stock or our Class C common stock to vote separately as a single class in the following circumstances:
• If we were to seek to amend our Certificate of Incorporation to increase the authorized number of shares of a class of stock, or to increase or decrease
the par value of a class of stock; and
• If we were to seek to amend our Certificate of Incorporation in a manner that altered or changed the powers, preferences or special rights of a class of
stock in a manner that affected its holders adversely.
Liquidation. Upon our liquidation, dissolution or winding-up, the assets legally available for distribution to our stockholders would be distributable ratably
among the holders of our Class A, Class B and Class C common stock.
Preemptive or Similar Rights . None of our Class A, Class B or Class C common stock is entitled to preemptive rights, and neither is subject to redemption.
Conversion. Our Class A common stock is not convertible into any other shares of our capital stock. Each share of our Class B common stock and Class C
common stock is convertible at any time at the option of the holder into one share of our Class A common stock. In addition, after the closing of the initial public
offering, upon sale or transfer of shares of either Class B common stock or Class C common stock, whether or not for value, each such transferred share shall
automatically convert into one share of Class A common stock, except for certain transfers described in our amended and restated certificate of incorporation. Our
Class B common stock and Class C common stock will convert automatically into Class A common stock on the date on which the number of outstanding shares of
Class B common stock and Class C common stock together represent less than 10% of the aggregate combined voting power of our capital stock. Once transferred
and converted into Class A common stock, the Class B common stock and Class C common stock may not be reissued.
StockRepurchases
In October 2015, our Board of Directors authorized a share repurchase program of up to $200 million of our outstanding Class A common stock. The timing
and amount of any stock repurchases will be determined based on market conditions, share price and other factors. The program does not require us to repurchase
any specific number of shares of our Class A common stock, and may be modified, suspended or terminated at any time without notice. The stock repurchase
program will be funded from existing cash on hand. In connection with the share repurchase program, the Company may adopt one or more plans pursuant to the
provisions of Rule 10b5-1 under the Securities Exchange Act of 1934. Share repurchases under these authorizations may be made through a variety of methods,
which may include open market purchases, privately negotiated transactions, block trades, accelerated share repurchase transactions, or by any combination of such
methods. Repurchases of our Class A
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