Table of Contents
At each annual meeting of the stockholders, a class of directors will be elected for a three-year term to succeed the directors of the same class whose terms are then expiring. As a result
approximately one-third of our directors will be elected each year. The initial term of office of the directors of Class I shall expire as of the first annual meeting of the Company's
stockholders following the closing of this offering; the initial term of office of the directors of Class II shall expire as of the second annual meeting of the Company's stockholders following
the closing of this offering; and the initial term of office of the directors of Class III shall expire as of the third annual meeting of the Company's stockholders following the closing of
this offering. The classification of directors will have the effect of making it more difficult for stockholders to change the composition of our board.
- Our Class I directors will be Timothy Noyes, Garen Bohlin and John Freund;
- Our Class II directors will be Hubert Birner,
Dmitry Kobyzev and Gregory Phelps; and
- Our Class III directors will be Brendan O'Leary and Tim Haines.
amended and restated certificate of incorporation will also provide that, subject to any rights of holders of preferred stock to elect additional directors under specified
circumstances, the number of directors will be fixed exclusively pursuant to a resolution adopted by our board of directors. Any additional directorships resulting from an increase in the number of
directors will be distributed among the three classes so that, as nearly as possible, each class shall consist of one third of the board of directors. Upon completion of this offering, we expect that
our board of directors will have eight members.
Action by Written Consent; Special Meetings of Stockholders. Our certificate of incorporation will provide that stockholder action can be
taken only at an annual or special meeting of stockholders and cannot be taken by written consent in lieu of a meeting. Our amended and restated certificate of incorporation and our amended and
restated bylaws will also provide that, except as otherwise required by law, special meetings of the stockholders can be called only by or at the direction of the board of directors pursuant to a
resolution adopted by a majority of the total number of directors. Except as described above, stockholders will not be permitted to call a special meeting or to require the board of directors to call
a special meeting.
Removal of Directors. Our certificate of incorporation will provide that our directors may be removed only for cause by the affirmative
vote of at least 75% of the voting power of our outstanding shares of capital stock, voting together as a single class and entitled to vote in the election of directors. This requirement of a
supermajority vote to remove directors could enable a minority of our stockholders to prevent a change in the composition of our board.
Advance Notice Procedures. Our amended and restated bylaws will establish an advance notice procedure for stockholder proposals to be
brought before an annual meeting of our stockholders, including proposed nominations of persons for election to the board of directors. Stockholders at an annual meeting will only be able to consider
proposals or nominations specified in the notice of meeting or brought before the meeting by or at the direction of the board of directors or by a stockholder who was a stockholder of record on the
record date for the meeting, who is entitled to vote at the meeting and who has given our Secretary timely written notice, in proper form, of the stockholder's intention to bring that business before
the meeting. Although the amended and restated bylaws will not give the board of directors the power to approve or disapprove stockholder nominations of candidates or proposals regarding other
business to be conducted at a special or annual meeting, the amended and restated bylaws may have the effect of precluding the conduct of certain business at a meeting if the proper procedures are not
followed or may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect its own slate of directors or otherwise attempting to obtain control of the company.
Super Majority Approval Requirements. The Delaware General Corporation Law generally provides that the affirmative vote of a majority of
the shares entitled to vote on any matter is required to amend a corporation's certificate of incorporation or amended and restated bylaws, unless either a corporation's certificate of incorporation
or bylaws requires a greater percentage. Our amended and restated
certificate of incorporation and amended and restated bylaws will provide that the affirmative vote of holders of at