DESCRIPTION OF THE REGISTRANTS SECURITIES REGISTERED PURSUANT TO SECTION 12
OF THE SECURITIES EXCHANGE ACT OF 1934
As of December 31, 2019, the only class of securities of MEDNAX, Inc., a Florida corporation (the Company), registered under Section 12 of the Securities Exchange Act of 1934, as amended, is common stock, par value $0.01 per share (Common Stock). The Common Stock is listed on the New York Stock Exchange under the symbol MD.
The following summarizes certain material terms and provisions of the Common Stock. It does not purport to be complete, however, and is qualified in its entirety by reference to Florida law and by the actual terms and provisions contained in the Companys Amended and Restated Articles of Incorporation, as amended (the Articles), and the Companys Amended and Restated Bylaws (the Bylaws).
The Articles authorize the Companys board of directors (the Board of Directors) to issue up to 200,000,000 shares of Common Stock and 1,000,000 shares of preferred stock, par value $0.01 per share. As of February 14, 2020, there were 84,277,494 shares of Common Stock issued and outstanding and no shares of preferred stock issued and outstanding. All issued and outstanding shares of Common Stock are duly issued, fully paid and nonassessable.
General Description of Common Stock
Each share of Common Stock entitles its owner to one vote on all matters submitted to a vote of the Companys shareholders. Subject to the rights of the holders of the Companys preferred stock, the holders of Common Stock are entitled to receive dividends, when, as and if declared by the Board of Directors, in its discretion, from funds legally available for the payment of dividends, payable in cash, stock or otherwise. If the Company liquidates, dissolves or winds-up, whether voluntarily or involuntarily, the holders of Common Stock, to the exclusion of the holders of the Companys preferred stock, will be entitled to share proportionately in the Companys assets, if any, legally available for distribution to shareholders, but only after the Company has paid all of its debts and liabilities and after the holders of the Companys preferred stock have been paid in full the amounts to which they are entitled, if any, or a sum sufficient for such payment has been set aside.
The Common Stock has no preemptive rights, no sinking fund provisions and no subscription, redemption or conversion privileges, and it is not subject to any further calls or assessments by the Company. The Common Stock does not have cumulative voting rights. Moreover, directors are elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting in which a quorum is present; however, the Board of Directors adopted in 2012 a majority vote policy as part of the Companys corporate governance principles which provides that, in uncontested elections, which are those elections in which the number of nominees for election is less than or equal to the number of directors to be elected, any nominee for director who receives more withheld votes than for votes must submit a written offer to resign as director. Any such resignation will be reviewed by the Nominating and Corporate Governance Committee of the Board of Directors and, within 90 days after the election, the independent members of the Board of Directors will determine whether to accept, reject or take other appropriate action with respect to, the resignation, in furtherance of the best interests of the Company and its shareholders.
General Description of Preferred Stock
The Articles authorize the Board of Directors, without further shareholder approval, to:
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issue preferred stock in one or more class or series;
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establish the number of shares to be included in each such class or series, including increasing and decreasing the number of shares of preferred stock designated for any existing class or series; and
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fix the designations, powers, preferences and rights of the shares of each class or series and any qualifications, limitations or restrictions on those shares.