Lululemon 2010 Annual Report Download - page 29

Table of Contents
Anti
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takeover provisions of Delaware law and our certificate of incorporation and bylaws could delay and
discourage takeover attempts that stockholders may consider to be favorable.
Certain provisions of our certificate of incorporation and bylaws and applicable provisions of the Delaware
General Corporation Law may make it more difficult or impossible for a third-party to acquire control of us or effect
a change in our board of directors and management. These provisions include:
In addition, we are governed by Section 203 of the Delaware General Corporation Law which, subject to some
specified exceptions, prohibits “business combinations” between a Delaware corporation and an “interested
stockholder,” which is generally defined as a stockholder who becomes a beneficial owner of 15% or more of a
Delaware corporation’s voting stock, for a three-year period following the date that the stockholder became an
interested stockholder. Section 203 could have the effect of delaying, deferring or preventing a change in control that
our stockholders might consider to be in their best interests.
Our principal executive and administrative offices are located at 1818 Cornwall Avenue, Vancouver, British
Columbia, Canada, V6J 1C7. We expect that our current administrative offices are sufficient for our expansion plans
for the foreseeable future. In March 2011, we purchased the building that currently houses our administrative offices.
We currently operate two distribution centers located in Vancouver, British Columbia and Sumner, Washington,
which together are capable of accommodating our expansion plans through the foreseeable future.
The general location, use, approximate size and lease renewal date of our properties, none of which we owned at
January 30, 2011, are set forth below:
As of January 30, 2011, we leased approximately 376,000 gross square feet relating to our 133 corporate-owned
stores. Our leases generally have initial terms of between five and 10 years, and generally can be extended only in
five-year increments, if at all. All of our leases require a fixed annual rent, and most require the payment of
additional rent if store sales exceed a negotiated amount. Generally, our leases are “net” leases, which require us to
pay all of the cost of insurance, taxes, maintenance and utilities. We generally cannot cancel these leases at our
option.
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the classification of our board of directors into three classes, with one class elected each year;
•
prohibiting cumulative voting in the election of directors;
•
the ability of our board of directors to issue preferred stock without stockholder approval;
• the ability to remove a director only for cause and only with the vote of the holders of at least 66
2
/ 3 % of our
voting stock;
• a special meeting of stockholders may only be called by our chairman or Chief Executive Officer, or upon a
resolution adopted by an affirmative vote of a majority of the board of directors, and not by our stockholders;
•
prohibiting stockholder action by written consent; and
• our stockholders must comply with advance notice procedures in order to nominate candidates for election to
our board of directors or to place stockholder proposals on the agenda for consideration at any meeting of our
stockholders.
ITEM 2.
PROPERTIES
Approximate
Location Use Square Feet Lease Renewal Date
Vancouver, BC
Executive and Administrative Offices
78,000
November 2015
Vancouver, BC
Former Executive and Administrative Offices
50,000
January 2014
Vancouver, BC
Distribution Center
102,000
November 2017
Sumner, WA
Distribution Center
82,000
April 2020