Description of the Capital Stock of the Registrant
EX-4.2 2 exhibit42-descriptiono.htm EX-4.2 Document
DESCRIPTION OF CAPITAL STOCK OF REGISTRANT REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934
The following summary of Red Lion Hotels Corporation’s capital stock is based on and qualified by our Amended and Restated Articles of Incorporation (“Articles”) and our Amended and Restated Bylaws (“Bylaws”). For a complete description of the terms and provisions of our capital stock, including our common stock, please refer to our Articles and Bylaws, both of which are filed as exhibits to this Annual Report on Form 10-K, and the applicable provisions of the Washington Business Corporation Act, Title 23B of the Revised Code of Washington.
Our amended and restated articles of incorporation authorize the issuance of up to 50,000,000 shares of common stock, par value $0.01 per share, and 5,000,000 shares of preferred stock, par value $0.01 per share. The rights, preferences, privileges and restrictions of the preferred stock may be established from time to time by our board of directors.
As of the close of business on December 31, 2019, there were no shares of preferred stock issued and outstanding.
All outstanding shares of our common stock are fully paid and nonassessable.
Voting Rights: Each holder of common stock is entitled to one vote for each share held on all matters to be voted upon by the shareholders, including the election of directors. There are no cumulative voting rights.
Dividend Rights: Holders of common stock are entitled to receive ratably the dividends, if any, that are declared from time to time by the board of directors out of funds legally available for that purpose.
Liquidation Rights: In the event of a liquidation, dissolution or winding up of our company, the holders of common stock are entitled to share in our assets remaining after the payment of liabilities.
Other Rights. Holders of common stock have no preemptive or subscription rights to subscribe for additional shares of our capital stock. Holders of our common stock have no conversion or exchange rights. Holders of common stock may act by unanimous written consent.
The rights, preferences and privileges of the holders of common stock are subject to, and may be adversely affected by, the rights of holders of shares of any series of preferred stock that our board of directors may designate in the future.
Listing: Our common stock trades on the New York Stock Exchange under the symbol “RLH”.
Effect of Certain Provisions of our Amended and Restated Articles of Incorporation and Bylaws and the Washington Anti-Takeover Statute
Provisions of our amended and restated articles of incorporation and amended and restated bylaws may have the effect of deterring or delaying attempts by our shareholders to remove or replace management, to commence proxy contests, or to effect changes in control. These provisions include:
•absence of cumulative voting in the election of directors;
•procedures for advance notification of shareholder nominations and proposals;
•the ability of our board of directors to amend our bylaws without shareholder approval; and
•the ability of our board of directors to issue up to 5,000,000 shares of preferred stock without shareholder approval upon the terms and conditions and with the rights, preferences, privileges and restrictions that the board of directors may determine.
In addition, as a Washington corporation, we are subject to Chapter 23B.19 of the Washington Business Corporation Act, which imposes restrictions on certain transactions between a corporation and certain significant shareholders. These provisions, alone or together, could have the effect of deterring or delaying changes in our incumbent management, proxy contests or changes in control.