Best Buy 2009 Annual Report Download - page 71

80% of the then-outstanding shares held by
Board Voting Recommendation
shareholders other than the substantial shareholder if
The Board approved each of the four amendments to the purchase price exceeds 105% of the market value of
Article IX of our Amended and Restated Articles of the shares, the substantial shareholder has owned the
Incorporation described above, and recommends that shares for less than three years, and all other holders of
shareholders vote FOR each of the amendments. the same class or series of shares are not offered a
The affirmative vote of at least a majority of the voting price for their shares substantially as favorable.
power of the shares present, in person or by proxy, and Under the Minnesota Business Corporation Act, a
entitled to vote (excluding broker non-votes) is required majority of the then-outstanding shares entitled to vote
to approve each of the four amendments. must approve the purchase of stock by a corporation
IT IS INTENDED THAT, UNLESS OTHERWISE from a shareholder owning more than 5% of the
INSTRUCTED, THE SHARES REPRESENTED BY THE outstanding voting shares if the purchase price exceeds
PROXY (OTHER THAN BROKER NON-VOTES) WILL BE the market value of the shares, the shareholder has
VOTED ‘‘FOR’’ EACH OF THE FOUR PROPOSALS TO owned the shares for less than two years, and all other
AMEND ARTICLE IX OF THE AMENDED AND RESTATED holders of the same class or series of shares are not
ARTICLES OF INCORPORATION. offered at least equal value for their shares.
Management believes that it is in the best interests of
Information About the Two Amendments to the shareholders to amend Article X to conform to the
Article X provisions of the Minnesota Business Combination Act
governing certain share repurchases.
The Board has also evaluated the supermajority voting
provisions in Article X of the Current Articles. Pursuant to Amendment of Article X. The Board has concluded that
Article X, the affirmative vote of at least 80% of the it is in the best interests of Best Buy and its shareholders
then-outstanding shares held by shareholders other than to reduce the shareholder vote required to amend, alter
a ‘‘substantial shareholder’’ (defined in Article X as a or repeal Article X. As a result of this proposed
shareholder holding at least 10% of the outstanding amendment, under certain circumstances, the affirmative
voting shares) is required to approve certain repurchases vote of at least 662⁄3% of the then-outstanding shares
of stock from the substantial shareholder, as well as to entitled to vote would be required to amend, alter or
amend Article X. Management is proposing to amend repeal Article X.
Article X to (i) provide an approval requirement that is
substantially similar to the approval required for Potential Anti-Takeover Effect
repurchases of stock from certain shareholders under Notwithstanding the proposed amendments, certain
the Minnesota Business Corporation Act, and provisions of the amended Article X could continue to
(ii) decrease the shareholder approval required to have an anti-takeover effect by, in certain circumstances,
amend Article X. If one or more of the proposed creating an impediment which may frustrate or delay
amendments to Article X is approved by our persons seeking to effect a takeover or otherwise gain
shareholders at the Meeting, they will be effective control of our company. These provisions are:
following the Meeting.
• The ‘‘anti-greenmail’’ provision, which like the
Anti-Greenmail. The Board has concluded that it is in Minnesota Business Corporation Act, would
the best interests of Best Buy and its shareholders to require the vote of a majority of the
eliminate the supermajority shareholder vote required to then-outstanding shares entitled to vote, as well
approve certain ‘‘greenmail’’ transactions. Under the as conform the provisions of Article X to other
provisions of Article X, our repurchase of stock from a standards of the statutory provision; and
substantial shareholder requires the affirmative vote of
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