Go Daddy 2015 Annual Report Download - page 53

Table of Contents
Some provisions of Delaware law and our amended and restated certificate of incorporation and amended and restated bylaws may deter third parties from
acquiring us and diminish the value of our Class A common stock.
Our amended and restated certificate of incorporation and amended and restated bylaws provide for, among other things:
• a classified board of directors with staggered three year terms;
• the ability of our board of directors to issue one or more series of preferred stock with voting or other rights or preferences that could have the effect
of impeding the success of an attempt to acquire us or otherwise effect a change in control;
• advance notice for nominations of directors by stockholders and for stockholders to include matters to be considered at stockholder meetings;
• certain limitations on convening special stockholder meetings; and
• certain provisions of our amended and restated certificate of incorporation and amended and restated bylaws that may be amended only by the
affirmative vote of the holders of at least two-thirds in voting power of all outstanding shares of our stock entitled to vote thereon, voting together as
a single class, if affiliates of KKR and Silver Lake (together with affiliates of TCV, for so long as TCV is required to vote at the direction of KKR
and Silver Lake) collectively own less than 40% in voting power of our stock entitled to vote generally in the election of directors.
In addition, while we have opted out of Section 203 of the Delaware General Corporation Law (the DGCL), our amended and restated certificate of
incorporation contains similar provisions providing that we may not engage in certain "business combinations" with any "interested stockholder" for a three year
period following the time the stockholder became an interested stockholder, unless:
• prior to such time, our board of directors approved either the business combination or the transaction resulting in the stockholder becoming an
interested stockholder;
• upon consummation of the transaction resulting in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85%
of the votes of our voting stock outstanding at the time the transaction commenced, excluding certain shares; or
• at or subsequent to that time, the business combination is approved by our board of directors and by the affirmative vote of holders of at least two-
thirds of the votes of our outstanding voting stock not owned by the interested stockholder.
Generally, a "business combination" includes a merger, asset or stock sale or other transaction resulting in a financial benefit to the interested stockholder.
Subject to certain exceptions, an "interested stockholder" is a person who, together with that person’s affiliates and associates, owns, or within the previous three
years owned, 15% or more of the votes of our outstanding voting stock. For purposes of this provision, "voting stock" means any class or series of stock entitled to
vote generally in the election of directors. Our amended and restated certificate of incorporation provides that KKR, Silver Lake, Bob Parsons, their respective
affiliates and any of their respective direct or indirect designated transferees (other than in certain market transfers and gifts) and any group of which such persons
are a party do not constitute "interested stockholders" for purposes of this provision.
Under certain circumstances, this provision will make it more difficult for a person who would be an "interested stockholder" to effect various business
combinations with our company for a three year period. This provision may encourage companies interested in acquiring us to negotiate in advance with our board
of directors because the stockholder approval requirement would be avoided if our board of directors approves either the business combination or the transaction
resulting in the stockholder becoming an interested stockholder. These provisions also may have the effect of preventing changes in our board of directors and may
make it more difficult to accomplish transactions stockholders may otherwise deem to be in their best interests.
These provisions in our amended and restated certificate of incorporation and amended and restated bylaws may discourage, delay or prevent a transaction
involving a change in control of our company that is in the best interest of our minority stockholders. Even in the absence of a takeover attempt, the existence of
these provisions may adversely affect the prevailing market price of our Class A common stock if they are viewed as discouraging future takeover attempts. These
provisions could
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