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combination with an interested stockholder for a period of three years after the person becomes an interested
stockholder, even if a change of control would be beneficial to our existing stockholders. In addition, our restated
certificate of incorporation and bylaws contain provisions that may make the acquisition of our company more
difficult, including the following:
·
until the first date on which the outstanding shares of our Class B common stock represent less than
35% of the combined voting power of our common stock, any transaction that would result in a change
in control of our company requires the approval of a majority of our outstanding Class B common
stock voting as a separate class;
·
we have a dual class common stock structure, which provides Mr. Zuckerberg with the ability to
control the outcome of matters requiring stockholder approval, even if he owns significantly less than a
majority of the shares of our outstanding Class A and Class B common stock;
·
when the outstanding shares of our Class B common stock represent less than a majority of the
combined voting power of common stock, certain amendments to our restated certificate of
incorporation or bylaws will require the approval of two-thirds of the combined vote of our then-
outstanding shares of Class A and Class B common stock;
·
when the outstanding shares of our Class B common stock represent less than a majority of the
combined voting power of our common stock, vacancies on our board of directors will be able to be
filled only by our board of directors and not by stockholders;
·
when the outstanding shares of our Class B common stock represent less than a majority of the
combined voting power of our common stock, our board of directors will be classified into three
classes of directors with staggered three-year terms and directors will only be able to be removed from
office for cause;
·
when the outstanding shares of our Class B common stock represent less than a majority of the
combined voting power of our common stock, our stockholders will only be able to take action at a
meeting of stockholders and not by written consent;
·
only our chairman, our chief executive officer, our president, or a majority of our board of directors are
authorized to call a special meeting of stockholders;
·
advance notice procedures apply for stockholders to nominate candidates for election as directors or to
bring matters before an annual meeting of stockholders;
·
our restated 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
·
certain litigation against us can only be brought in Delaware.
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