Express 2012 Annual Report Download - page 29

• 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 and repurchase shares is subject to restrictions in our existing credit
arrangements, results of operations, and capital requirements.
Any determination to pay dividends or repurchase additional shares in the future will be at the discretion of our
Board of Directors and will depend upon our results of operations, our financial condition, contractual
restrictions, restrictions imposed by applicable law, and other factors our Board of Directors deems relevant. Our
ability to pay dividends on or repurchase 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
The lease for our executive office space in Columbus, Ohio is scheduled to terminate April 30, 2016, but may be
extended by us for an additional five years through April 2021. The lease for our design offices in New York
City expires in July 2026.
The lease for our distribution facility is scheduled to terminate in April 2021, but may be terminated by either
party upon 36 months prior notice provided that the lease term may not end prior to April 2017 or between the
months of October and February.
Stores
All of our 625 stores are leased from third parties. See “Item 1. Business—Our Stores” for further information on
the location of our stores.
We may from time to time lease new facilities or vacate existing facilities as our operations require, including in
connection with opening new stores.
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