Baskin Robbins 2011 Annual Report Download - page 42

• the requirement that we have a compensation committee that is composed entirely of independent
directors with a written charter addressing the committee’s purpose and responsibilities; and
• the requirement for an annual performance evaluation of the nominating/corporate governance and
compensation committees.
We intend to continue to utilize these exemptions for so long as the Sponsors continue to control a majority of
the voting power of our outstanding common stock. As a result, we do not have a majority of independent
directors, our compensation committee does not consist entirely of independent directors, and the board
committees are not subject to annual performance evaluations. In addition, we do not have a nominating and
corporate governance committee. Accordingly, you will not have the same protections afforded to stockholders
of companies that are subject to all of the corporate governance requirements of The NASDAQ Global Select
Market.
Our stock price could be extremely volatile and, as a result, you may not be able to resell your shares at or
above the price you paid for them.
Since our initial public offering in July 2011, the price of our common stock, as reported by NASDAQ, has
ranged from a low of $23.24 on December 15, 2011 to a high of $31.94 on August 1, 2011. In addition, the stock
market in general has been highly volatile. As a result, the market price of our common stock is likely to be
similarly volatile, and investors in our common stock may experience a decrease, which could be substantial, in
the value of their stock, including decreases unrelated to our operating performance or prospects, and could lose
part or all of their investment. The price of our common stock could be subject to wide fluctuations in response
to a number of factors, including those described elsewhere herein and others such as:
• variations in our operating performance and the performance of our competitors;
• actual or anticipated fluctuations in our quarterly or annual operating results;
• publication of research reports by securities analysts about us or our competitors or our industry;
• our failure or the failure of our competitors to meet analysts’ projections or guidance that we or our
competitors may give to the market;
• additions and departures of key personnel;
• strategic decisions by us or our competitors, such as acquisitions, divestitures, spin-offs, joint ventures,
strategic investments or changes in business strategy;
• the passage of legislation or other regulatory developments affecting us or our industry;
• speculation in the press or investment community;
• changes in accounting principles;
• terrorist acts, acts of war or periods of widespread civil unrest;
• natural disasters and other calamities; and
• changes in general market and economic conditions.
As we operate in a single industry, we are especially vulnerable to these factors to the extent that they affect our
industry or our products, or to a lesser extent our markets. In the past, securities class action litigation has often
been initiated against companies following periods of volatility in their stock price. This type of litigation could
result in substantial costs and divert our management’s attention and resources, and could also require us to make
substantial payments to satisfy judgments or to settle litigation.
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