DESCRIPTION OF THE COMPANY’S SECURITIES
Interface, Inc. (the “Company”) has one class of securities, our common stock, registered under Section 12 of the Securities Exchange Act of 1934, as amended.
DESCRIPTION OF COMMON STOCK
The following description of our common stock is a summary and does not purport to be complete. It is subject to and qualified in its entirety by reference to our Articles of Incorporation, as amended by the Clarification Certificate (the “Articles of Incorporation”) and our Bylaws (the “Bylaws”), each of which are incorporated by reference as an exhibit to the Annual Report on Form 10-K of which this Exhibit 4.1 is a part. We encourage you to read our Articles of Incorporation and our Bylaws for additional information.
Authorized Shares of Capital Stock
Our authorized capital stock consists of:
120,000,000 shares of common stock, $0.10 par value; and
5,000,000 shares of preferred stock, $1.00 par value.
The holders of our common stock are entitled to one vote per share on all matters to be voted upon by our shareholders. Each director will be elected by a plurality of the votes cast with respect to such director’s election. The holders of common stock do not have cumulative voting rights. Our common stock has no preemptive rights.
Subject to any preferences that may be applicable to any preferred stock issued in the future, the holders of our common stock are entitled to receive ratably any dividends that may be declared from time to time by our board of directors out of funds legally available for that purpose.
In the event of our liquidation, dissolution or winding up, the holders of our common stock are entitled to share ratably in all assets remaining after the payment of liabilities, subject to the prior distribution rights of any preferred stock.
Certain provisions in our Articles of Incorporation and our Bylaws may have the effect of discouraging potential acquisition proposals or making a tender offer or delaying or preventing a change in control, including changes a shareholder might consider favorable. Such provisions may also prevent or frustrate attempts by our shareholders to replace or remove our management. In particular, the Articles of Incorporation and Bylaws, as applicable, among other things:
provide the board of directors with the ability to alter the bylaws without shareholder approval;
provide the board of directors with the power to retain and discharge our officers;
do not provide for cumulative voting rights in director elections; and
provide that vacancies on the board of directors may be filled by a majority of the directors in office, although less than a quorum.
Advance Notice Requirements for Stockholder Proposals and Director Nominations
Our Bylaws establish advance notice procedures with respect to stockholder proposals and the nomination of candidates for election as directors, other than nominations made by or at the direction of the board of directors or a committee of the board of directors.
The Company is authorized to designate and issue up to 5,000,000 shares of $1.00 par value preferred stock in one or more series and to determine the rights and preferences of each series, to the extent permitted by the Articles of Incorporation, and to fix the terms of such preferred stock without any vote or action by the shareholders. The issuance of any series of preferred stock may have an adverse effect on the rights of holders of common stock and could decrease the amount of earnings and assets available for distribution to holders of common stock. In addition, any issuance of preferred stock could have the effect of delaying, deferring or preventing a change in control of the Company.
The Company’s common stock is listed on the Nasdaq Global Select Market under the symbol “TILE.”
The transfer agent for our common stock is Computershare Trust Company, N.A.