DESCRIPTION OF THE REGISTRANTS SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE
SECURITIES EXCHANGE ACT OF 1934
The following description of the securities of Dominos Pizza, Inc. (the Company or our) is a summary and does not purport to be complete. It is subject to and qualified in its entirety by reference to our second restated certificate of incorporation, as amended (certificate of incorporation), our second amended and restated by-laws (by-laws), our Annual Report on Form 10-K and the applicable provisions of the Delaware General Corporation Law, as amended (the DGCL).
Description of Capital Stock
The total amount of our authorized capital stock consists of 160,000,000 shares of common stock, $0.01 par value per share, 10,000,000 shares of non-voting common stock, $0.01 par value per share, and 5,000,000 shares of undesignated preferred stock, $0.01 par value per share (the Preferred Stock). The Preferred Stock is issuable in one or more classes and series, with powers, preferences, rights, restrictions and qualifications as may be established by the board of directors of the Company without stockholder approval, including without limitation thereof, dividend rights, conversion rights, redemption privileges and liquidation preferences, any or all of which may be greater than the rights of the common stock. No shares of Preferred Stock are outstanding.
Each outstanding share of common stock (other than shares of non-voting common stock held by certain securityholders that acquired these shares, or options exercisable for such shares, prior to the Companys initial public offering in 2004) entitles its holder to one vote on all matters submitted to a vote of our stockholders, including the election of directors. There are no cumulative voting rights. Our voting common stock votes together as one class on all matters.
Conversion Rights of Non-Voting Common Stock
All shares of non-voting common stock are convertible into shares of our common stock upon transfer to a non-affiliate of the holder or otherwise in a brokerage transaction. We do not expect to issue any additional shares of our non-voting common stock.
Subject to the rights of the holders of any Preferred Stock which may be outstanding from time to time, the holders of common stock are entitled to receive dividends as, when and if dividends are declared by our board of directors out of assets legally available for the payment of dividends.
In the event of a liquidation, dissolution or winding up of our affairs, whether voluntary or involuntary, after payment of our liabilities and obligations to creditors and any holders of Preferred Stock, our remaining assets will be distributed ratably among the holders of shares of common stock on a per share basis.
Rights and Preferences
Our common stock has no preemptive, redemption, conversion or subscription rights. No sinking fund provisions are applicable to our common stock. The rights, powers, preferences and privileges of 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 that we may designate and issue in the future.
Our common stock is listed on the New York Stock Exchange under the trading symbol DPZ.