Facebook 2013 Annual Report Download - page 32

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delay, or prevent a change in control by prohibiting us from engaging in a business 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.