Description of our capital stock
The following is a general description of our capital stock. The terms of our amended and restated certificate of incorporation and
by-laws are more detailed than the general information provided below. You should read our amended and restated certificate of incorporation and by-laws, which are
incorporated by reference as exhibits to the registration statement of which this prospectus forms a part.
Authorized and outstanding capital
stock
Our certificate of incorporation authorizes us to issue 250,000,000 shares of Class A common stock, $0.01 par value per share (which
we refer to herein as our Class A common stock or our common stock), 250,000 shares of Class B non-voting common stock, $0.01 par value per share, and 10,000,000 shares of
preferred stock, $0.01 per share.
In 2012, we sold all 250,000 authorized shares of our Class B non-voting
common stock to Messrs. Shuster and another of our founders for nominal consideration. Since that time, each share of Class B non-voting common stock issued and outstanding was automatically converted
into, and became entitled to the rights set forth herein, or that otherwise may exist at law, associated with, one fully paid and non-assessable share of Class A common stock without any action by the
holder or by us. Pursuant to our amended and restated certificate of incorporation, the shares of Class B non-voting common stock that have been converted have been retired and may not be reissued.
As of February 21, 2018, 60,627,736 shares of our common stock were outstanding, no shares of Class B
non-voting common stock were outstanding, and no shares of preferred stock were outstanding.
Description
of common stock
Voting power. Except as otherwise required by law or as otherwise provided in any certificate of
designation for any series of preferred stock, the holders of our common stock possess all voting power for the election of our directors and all other matters requiring stockholder action. Each holder of our common stock is entitled to one vote for
each share on all matters to be voted upon by the stockholders, and there are no cumulative voting rights. Except as otherwise provided by law, our amended and restated certificate of incorporation or our amended and restated by-laws or in respect of the election of directors, all matters to be voted on by our stockholders must be approved by a majority of the shares present in person or by proxy at the meeting and entitled to vote on
the subject matter. In the case of an election of directors, where a quorum is present a plurality of the votes cast shall be sufficient to elect each director.
Dividends. Holders of common shares are entitled to receive ratably the dividends, if any, as may be declared from time to time by the board of directors out of funds legally available
therefor. In no event will any stock dividends or stock splits or combinations of stock be declared or made on our common stock unless all shares of common stock at the time outstanding are treated equally and identically.
Liquidation. If we liquidate, dissolve or wind up, (i) the rights of the holders of any outstanding shares of preferred stock
will first be satisfied; and (ii) thereafter, the holders of our common stock will be entitled to receive all of our remaining assets of whatever kind available for distributions to such holders.
Preemptive or Other Rights. Holders of our common stock have no preemptive or conversion rights or other subscription rights, and
there are no redemption or sinking fund provisions applicable to the common stock. The rights, preferences and privileges of the holders of our common stock are subject to, and may be adversely affected by, the rights of the holders of shares of any
series of preferred stock which we may designate in the future.
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