Common Stock

We have two classes of authorized common stock: Class A common stock and Class B common stock.

Only our Class A common stock is registered under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and listed on the New York Stock Exchange. Our Class B common stock is note registered under the Exchange Act and is not listed on any securities exchange.

Each share of Class B common stock is convertible at any time at the option of the holder into one share of Class A common stock, subject to compliance with procedures administered by us and our transfer agent.

Voting Rights

Each holder of our Class A common stock is entitled to one vote per share and each holder of our Class B common stock is entitled to 10 votes per share. The holders of our Class A common stock and Class B common stock will generally vote together as a single class on all matters submitted to a vote of our stockholders, unless otherwise required by our Charter or Delaware law.

Our Charter requires a separate class vote in the following circumstances:

  • the affirmative vote of the holders of a majority of the then-outstanding shares of Class A common stock will be required to approve any merger (including any merger effected pursuant to Section 253 or Section 251(h) of the Delaware General Corporation Law), consolidation or business combination of the Company with or into another entity, whether or not the Company is the surviving entity, in which any Founder (as defined in our Charter), or an affiliate thereof, is part of the purchaser group or is otherwise a counterparty to such merger, consolidation or business combination;
  • the affirmative vote of the holders of a majority of the adversely affected class will be required to approve any amendment to our Charter that would adversely affect the rights or preferences of the Class A common stock or the Class B common stock; and
  • the affirmative vote of the holders of a majority of voting power of the outstanding shares held by stockholders other than the Founders will be required to approve any amendment to our Charter that would disproportionately benefit the Founders relative to stockholders other than the Founders.

In addition, Delaware law could require holders of our Class A common stock or Class B common stock to vote separately as a single class in the following circumstances:

  • if we were to seek to amend our Charter to increase or decrease the par value of a class of our capital stock, then that class would be required to vote separately to approve the proposed amendment; and
  • if we were to seek to amend our Charter in a manner that alters or changes the powers, preferences, or special rights of a class of our capital stock in a manner that affected its holders adversely, then that class would be required to vote separately to approve the proposed amendment.

Our Charter does not provide for cumulative voting for the election of directors.