Yahoo 2009 Annual Report Download - page 33

common stock or of any company into which we are merged having a value of $500. The rights expire on
March 1, 2011, unless extended by our Board of Directors. Because the rights may substantially dilute the stock
ownership of a person or group attempting to take us over without the approval of our Board of Directors, our
rights plan could make it more difficult for a third-party to acquire us (or a significant percentage of our
outstanding capital stock) without first negotiating with our Board of Directors regarding that acquisition.
In addition, our Board of Directors has the authority to issue up to 10 million shares of Preferred Stock (of which
2 million shares have been designated as Series A Junior Participating Preferred Stock) and to determine the
price, rights, preferences, privileges and restrictions, including voting rights, of those shares without any further
vote or action by the stockholders.
The rights of the holders of our common stock may be subject to, and may be adversely affected by, the rights of
the holders of any Preferred Stock that may be issued in the future. The issuance of Preferred Stock may have the
effect of delaying, deterring or preventing a change in control of Yahoo! without further action by the
stockholders and may adversely affect the voting and other rights of the holders of our common stock. Further,
some provisions of our charter documents, including provisions eliminating the ability of stockholders to take
action by written consent and limiting the ability of stockholders to raise matters at a meeting of stockholders
without giving advance notice, may have the effect of delaying or preventing changes in control or management
of Yahoo!, which could have an adverse effect on the market price of our stock. In addition, our charter
documents do not permit cumulative voting, which may make it more difficult for a third-party to gain control of
our Board of Directors. Further, we are subject to the anti-takeover provisions of Section 203 of the Delaware
General Corporation Law, which will prohibit us from engaging in a “business combination” with an “interested
stockholder” for a period of three years after the date of the transaction in which the person became an interested
stockholder, even if such combination is favored by a majority of stockholders, unless the business combination
is approved in a prescribed manner. The application of Section 203 also could have the effect of delaying or
preventing a change in control of Yahoo!.
Item 1B. Unresolved Staff Comments
None.
Item 2. Properties
Our headquarters is located in Sunnyvale, California and consists of owned and leased space aggregating
approximately 1.4 million square feet. We also lease office space in Argentina, Australia, Belgium, Brazil,
Canada, China, Egypt, France, Germany, Hong Kong, India, Indonesia, Ireland, Israel, Italy, Japan, Jordan,
Kuwait, Malaysia, Mexico, New Zealand, Norway, the Philippines, Saudi Arabia, Singapore, South Korea,
Spain, Switzerland, Taiwan, the United Arab Emirates, the United Kingdom, and Vietnam. In the United States,
we lease offices in various locations, including Atlanta, Boston, Champaign, Chicago, Dallas, Detroit, Hillsboro,
the Los Angeles Area, Miami, New York, Omaha, Orlando, the San Diego Area, the San Francisco Bay Area, the
Seattle Area, Brentwood and Franklin, Tennessee, and Washington, D.C. Our data centers are operated in
locations in the United States, Europe, and Asia.
We believe that our existing facilities are adequate to meet current requirements, and that suitable additional or
substitute space will be available as needed to accommodate any further physical expansion of operations and for
any additional sales offices.
Item 3. Legal Proceedings
For a description of our material legal proceedings, see Note 13—“Commitments and Contingencies” in the
Notes to the consolidated financial statements, which is incorporated herein by reference.
Item 4. Submission of Matters to a Vote of Security Holders
No matters were submitted to a vote of security holders during the fourth quarter of 2009.
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