Best Buy 2009 Annual Report Download - page 69

ITEMS OF BUSINESS NOS. 4 TO 9 — APPROVAL OF
AMENDMENTS TO OUR AMENDED AND RESTATED
ARTICLES OF INCORPORATION
We are proposing six amendments to our Amended and Amended and Restated By-laws providing for a classified
Restated Articles of Incorporation (the ‘‘Current board. If one or more of the proposed amendments to
Articles’’). Each proposed amendment eliminates or Article IX is approved by our shareholders at the
decreases certain existing supermajority voting Meeting, they will be effective following the Meeting.
provisions. Four of the amendments are included in Business Combinations. The Board has concluded that
Article IX, Regulation of Certain Events, and two of the it is in the best interests of Best Buy and its shareholders
amendments are included in Article X, Stock to eliminate the supermajority shareholder vote required
Repurchases from Certain Shareholders. For simplicity, to approve certain Business Combinations. Under the
our descriptions of the proposed amendments are provisions of Article IX, a Business Combination
grouped by Article. generally is defined to include certain mergers,
This summary does not contain all the information that consolidations, share exchanges, asset transfers,
may be important to you. The complete text of the issuances of equity securities, acquisitions of equity
Amended and Restated Articles of Incorporation as they securities and reclassifications of equity securities in
are proposed to be amended (the ‘‘Amended Articles’’) which a 5% or greater shareholder of Best Buy (or one
is included in Appendix A-1 to this Proxy Statement. The of its affiliates or associates) is a party. Subject to certain
following summary is qualified in its entirety by reference exceptions, including exceptions based on the price
to the text of the Amended Articles. You are urged to being paid in the transaction or the approval of a
read the Amended Articles in their entirety. majority of the ‘‘Continuing Directors’’ (as defined in
Article IX), a Business Combination with such a
Information About the Four Amendments to shareholder requires the affirmative vote of 80% of the
Article IX then-outstanding shares entitled to vote and at least
662⁄3% of the shares held by persons other than the 5%
The Board, in its continuing review of best practices in
or greater shareholder that is involved in the
corporate governance, has evaluated the supermajority
transaction.
voting provisions in Article IX of the Current Articles.
Pursuant to Article IX, the affirmative vote of at least Under the provisions of the Minnesota Business
80% of the then-outstanding voting power is required Corporation Act, an ‘‘interested shareholder’’ (defined
for the approval of certain ‘‘Business Combinations’’ (as generally as a shareholder owning at least 10% of the
defined therein), the amendment of Article IX, the outstanding voting shares) cannot enter into a ‘‘business
removal of directors without cause, and the amendment combination’’ (defined generally to include the same or
of the classified board provision of our Amended and similar transactions as those described above in the
Restated By-laws. Management is proposing to amend definition of Business Combination under the Current
Article IX to (i) provide an approval requirement that is Articles) with the corporation for four years after
substantially similar to the approval required for becoming an interested shareholder, unless prior to the
business combinations under the Minnesota Business transaction by which the shareholder becomes an
Corporation Act, (ii) decrease the shareholder approval interested shareholder, a committee composed solely of
required to amend Article IX, (iii) eliminate the one or more ‘‘disinterested’’ (defined generally as a
supermajority approval requirement to remove a director person who has not been an officer or employee of the
without cause, and (iv) decrease the shareholder corporation or a related organization during the
approval required to amend the provision in our preceding five years) directors or, if there are no such
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