Item 3.03. Material Modification of Rights of Security Holders.
On
The conversion occurred pursuant to Article IV(D)(7) of the Certificate, which
provided that each one share of Class B common stock would convert
automatically, without any further action, into one share of Class A common
stock, par value
Also, in accordance with Article IV(D)(10) of the Certificate, and as required
by Section 243 of the Delaware General Corporation Law, on
The conversion had the following effects, among others, on the holders of shares of Class B common stock:
Voting Power. Prior to the conversion, holders of shares of Class B common stock
were entitled to cast ten votes per share on any matter submitted to a vote of
the Company's stockholders. As a result of the conversion, all prior holders of
Class B common stock who now hold Class A common stock have only one vote per
share on all matters subject to a stockholder vote. In addition, the provisions
of the Certificate and
Economic Interests. The conversion had no impact on the economic interests of holders of shares of Class B common stock, including with regard to dividends, liquidation rights, treatment in connection with a change of control or merger transaction and redemption.
Capitalization. The conversion had no impact on the total number of the
Company's issued and outstanding shares of capital stock because the shares of
Class B common stock converted into an equivalent number of shares of Class A
common stock. However, the Company's total number of authorized shares of
capital stock was reduced from 1,104,129,050 to 1,014,191,275 to account for the
elimination of the 89,937,775 shares of Class B common stock that were issued
prior to the conversion. The Company's authorized capital stock consists of
1,000,000,000 shares of Class A common stock, 4,191,275 shares of Class B common
stock and 10,000,000 shares of preferred stock, par value
Resale of Common Stock. Shares of Class A common stock may be sold in the same manner as such shares and shares of Class B common stock were previously sold prior to the conversion. The Company's affiliates and holders of any shares that constitute restricted securities will continue to be subject to the restrictions specified in Rule 144 promulgated under the Securities Act of 1933, as amended.
Equity Incentive Plans. Upon conversion outstanding options denominated in shares of Class B common stock issued under any of the Company's equity incentive plans remained unchanged, except that they now represent the right to receive shares of Class A common stock.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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As described under Item 3.03, on
The foregoing description of the Certificate of Retirement is a summary only and is qualified in its entirety by reference to the full text of the Certificate of Retirement, a copy of which is attached as Exhibit 3.1 hereto, and the Certificate, a copy of which is attached as Exhibit 3.2 hereto, which are incorporated by reference into this Item 5.03.
Item 8.01. Other Events.
In connection with the conversion, the Company's Class A common stock will
continue to trade on
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Item 9.01 Financial Statements and Exhibits. (d)Exhibits Exhibit No. Exhibit Description 3.1 Certificate of Retirement 3.2 Amended and Restated Certificate of Incorporation 104 Cover Page Interactive Data File (embedded within the inline XBRL document)
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