Shutterfly 2015 Annual Report Download - page 36

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• changes in operating performance and stock market valuations of other technology companies
generally, or those in our industry in particular;
• the financial projections we may provide to the public, any changes in those projections or our
failure to meet those projections;
• the loss of key personnel;
• changes in financial estimates by any securities analysts who follow our company, our failure to
meet these estimates or failure of those analysts to initiate or maintain coverage of our stock;
• ratings downgrades by any securities analysts who follow our company;
• business disruptions and costs related to shareholder activism;
• the public’s response to our press releases or other public announcements, including our filings with
the SEC;
• announcements by us or our competitors of significant technical innovations, acquisitions, strategic
partnerships, joint ventures, acquisitions or capital commitments;
• introduction of technologies or product enhancements that reduce the need for our products;
• lawsuits threatened or filed against us;
• future sales of our common stock by our executive officers, directors and significant stockholders;
and
• other events or factors, including those resulting from war, incidents of terrorism or responses to
these events.
Provisions of our restated certificate of incorporation and restated bylaws and Delaware law may deter third
parties from acquiring us.
Our restated certificate of incorporation and restated bylaws contain provisions that may make the
acquisition of our company more difficult without the approval of our board of directors, including the following:
• our board is classified into three classes of directors, each with staggered three-year terms;
• only our chairman, our chief executive officer, our president, or a majority of our board of directors
is authorized to call a special meeting of stockholders;
• our stockholders may take action only at a meeting of stockholders and not by written consent;
• vacancies on our board of directors may be filled only by our board of directors and not by
stockholders;
• our certificate of incorporation authorizes undesignated preferred stock, the terms of which may be
established and shares of which may be issued without stockholder approval; and
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