The board of directors at online bookseller Amazon.com wants to increase the number of authorized shares of the company’s common stock from 100 million to 300 million. The Amazon board has adopted an amendment to the certificate of incorporation that would see the total authorized stock of the corporation consisting of 300 million shares of common stock and 10 million shares of preferred stock. As of March 1, the total number of common shares outstanding was 24.2 million which, after shares reserved for stock options and such, leaves about 66 million available for issuance. There are currently no preferred shares outstanding. The purpose of the proposed increase of 200 million shares is to provide leeway for stock splits, make acquisitions, provide equity incentives to employees, establish strategic relationships with other companies, and secure additional financing for the operation of the company. The additional shares could also be used to oppose a hostile takeover attempt or delay or prevent changes of control or changes in management of the company. The company is quick to point out that the proposed increase has been prompted by business and financial considerations, not by the threat of any attempt to accumulate shares or otherwise gain control of the company. The board also says it’s unaware of any such interest in the company and that the move is not part of any overall plan to adopt a series of amendments having an anti-takeover effect. Shareholders will vote on the plan at a meeting on May 28.
