CDW 2014 Annual Report Download - page 22

Table of Contents
Future sales of our common stock, or the perception in the public markets that these sales may occur, may depress our stock price.
Sales of substantial amounts of our common stock in the public market, or the perception that these sales could occur, could adversely
affect the price of our common stock and could impair our ability to raise capital through the sale of additional shares. As of February 20, 2015,
there were 172,275,656 shares of our common stock outstanding. The shares of our common stock sold in our initial public offering and in
registered secondary offerings are freely tradable without restriction under the Securities Act of 1933, as amended (the “Securities Act”), except
that any shares of our common stock that may be acquired by our directors, executive officers and other affiliates, as that term is defined in the
Securities Act, may be sold only in compliance with certain volume limitations and other restrictions of Rule 144 under the Securities Act.
The remaining shares of our common stock, to the extent not previously sold pursuant to an exemption from registration, will continue
to be “restricted securities” within the meaning of Rule 144 under the Securities Act and subject to certain restrictions on resale. Restricted
securities may be sold in the public market only if they are registered under the Securities Act or are sold pursuant to an exemption from
registration such as Rule 144 under the Securities Act.
As of February 20, 2015, the holders of approximately 53,000,000 shares of our common stock will continue to have the right to require
us to register the sales of such shares under the Securities Act, under the terms of an agreement between us and the holders.
In the future, we may also issue our securities in connection with investments or acquisitions. The number of shares of our common
stock issued in connection with an investment or acquisition could constitute a material portion of our then-outstanding shares of our common
stock.
Anti
-takeover provisions in our charter documents and Delaware law might discourage or delay acquisition attempts for us that you might
consider favorable.
Our amended and restated certificate of incorporation and amended and restated bylaws contain provisions that may make the
acquisition of the Company more difficult without the approval of our board of directors. These provisions:
Our amended and restated certificate of incorporation also contains a provision that provides us with protections similar to Section 203
of the Delaware General Corporation Law, and will prevent us from engaging in a business combination with a person who acquires at least 15%
of our common stock for a period of three years from the date such person acquired such common stock, unless board or stockholder approval is
obtained prior to the acquisition. These anti-takeover provisions and other provisions under Delaware law could discourage, delay or prevent a
transaction involving a change in control of the Company, even if doing so would benefit our stockholders. These provisions could also
discourage proxy contests and make it more difficult for our stockholders to elect directors of their choosing and to cause us to take other
corporate actions our stockholders desire.
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• authorize the issuance of undesignated preferred stock, the terms of which may be established and the shares of which may be issued
without stockholder approval, and which may include super voting, special approval, dividend, or other rights or preferences superior to
the rights of the holders of common stock;
•
establish a classified board of directors so that not all members of our board of directors are elected at one time;
•
generally prohibit stockholder action by written consent, requiring all stockholder actions be taken at a meeting of our stockholders;
• provide that special meetings of the stockholders can only be called by or at the direction of (i) our board of directors pursuant to a
written resolution adopted by the affirmative vote of the majority of the total number of directors that the Company would have if there
were no vacancies;
• establish advance notice requirements for nominations for elections to our board of directors or for proposing matters that can be acted
upon by stockholders at stockholder meetings; and
•
provide that our board of directors is expressly authorized to make, alter or repeal our amended and restated bylaws.