Express 2011 Annual Report Download - page 32

Antitakeover provisions in our charter documents and Delaware law might discourage or delay acquisition
attempts for us that our stockholders might consider favorable.
Our certificate of incorporation and bylaws contain provisions that may make the acquisition of our company
more difficult without the approval of our Board of Directors. These provisions:
• establish a classified Board of Directors so that not all members of our board of directors are elected at
one time;
• 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;
• prohibit stockholder action by written consent, which requires all stockholder actions to be taken at a
meeting of our stockholders; and
• 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.
Our certificate of incorporation also contains a provision that provides us with protections similar to Section 203 of
the Delaware General Corporate Law, that 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 3 years from the date such person acquired such
common stock, unless Board of Directors or stockholder approval is obtained prior to the acquisition. These
antitakeover provisions and other provisions under Delaware law could discourage, delay, or prevent a transaction
involving a change in control of our company, even if doing so would benefit our stockholders. These provisions
could also discourage proxy contests and make it more difficult for you and other stockholders to elect directors of
your choosing and to cause us to take other corporate actions you desire.
Our ability to pay dividends is subject to restrictions in our existing credit arrangements, results of operations,
and capital requirements.
Any determination to pay dividends in the future will be at the discretion of our Board of Directors and will
depend upon results of operations, financial condition, contractual restrictions, restrictions imposed by applicable
law, and other factors our Board of Directors deems relevant. Our ability to pay dividends on our common stock
is limited by agreements governing our indebtedness and may be further restricted by the terms of any of our
future debt or preferred securities. Additionally, because we are a holding company, our ability to pay dividends
on our common stock is limited by restrictions on the ability of our subsidiaries to pay dividends or make
distributions to us, including restrictions under the terms of the agreements governing our indebtedness.
ITEM 1B. UNRESOLVED STAFF COMMENTS.
None.
ITEM 2. PROPERTIES.
Home Office, Distribution Center, and Design Studio
Our 197,000 square foot principal executive office and 381,000 square foot distribution facility are located in
Columbus and are leased from an affiliate of Limited Brands. Our Columbus distribution facility is operated by
an affiliate of Limited Brands. Our lease for both facilities expires in 2016. We also lease office space for our
design function in New York City at 111 Fifth Avenue under a lease agreement that expires in 2026.
Stores
All of our 609 stores are leased from third parties. See “Item 1. Business—Our Stores” for further information on
the location of our stores.
24