LinkedIn 2014 Annual Report Download - page 44

the future purchase securities in this sector may choose to sell LinkedIn securities that they have
already purchased in favor of other companies, and/or choose to invest in other companies, including
our competitors. As a result, demand for our Class A common stock could decline, which would result
in a corresponding decline in our stock price.
Anti-takeover provisions in our charter documents and under Delaware law could make an
acquisition of us more difficult, limit attempts by our stockholders to replace or remove our
current management and limit the market price of our Class A common stock.
Provisions in our amended and restated certificate of incorporation and amended and restated
bylaws, may have the effect of delaying or preventing a change of control or changes in our
management. Our certificate of incorporation and bylaws include provisions that:
• authorize our board of directors to issue, without further action by the stockholders, up to
100,000,000 shares of undesignated preferred stock;
• require that any action to be taken by our stockholders be effected at a duly called annual or
special meeting and not by written consent;
• specify that special meetings of our stockholders can be called only by our board of directors,
the Chair of our board of directors, or our Chief Executive Officer;
• establish an advance notice procedure for stockholder proposals to be brought before an annual
meeting, including proposed nominations of persons for election to our board of directors;
• establish that our board of directors is divided into three classes, Class I, Class II and Class III,
with each class serving three-year staggered terms;
• prohibit cumulative voting in the election of directors;
• provide that our directors may be removed only for cause;
• provide that vacancies on our board of directors may be filled only by a majority of directors then
in office, even though less than a quorum;
• require the approval of our board of directors or the holders of a supermajority of our
outstanding shares of capital stock to amend our bylaws and certain provisions of our certificate
of incorporation; and
• reflect two classes of common stock, as discussed above.
These provisions may frustrate or prevent any attempts by our stockholders to replace or remove
our current management by making it more difficult for stockholders to replace members of our board
of directors, which is responsible for appointing the members of our management. Provisions in the
indenture related to our convertible debt may also deter or prevent a business combination. In addition,
institutional shareholder representative groups, shareholder activists and others may disagree with our
corporate governance provisions or other practices, including our dual class structure and the other
anti-takeover provisions, such as those listed above. We generally will consider recommendations of
institutional shareholder representative groups, but we will make decisions based on what our board
and management believe to be in the best long term interests of our company and stockholders. Our
dual class structure concentrates the voting power of our stock in a small group of stockholders who
would have the ability to control the outcome of a stockholder vote. Additionally, these groups could
make recommendations to our stockholders against our practices or our board members if they
disagree with our positions. Finally, because we are incorporated in Delaware, we are governed by the
provisions of Section 203 of the Delaware General Corporation Law, which generally prohibits a
Delaware corporation from engaging in any of a broad range of business combinations with any
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