SEC Info℠  
    Home      Search      My Interests      Help      Sign In      Please Sign In

Ollie's Bargain Outlet Holdings, Inc. – ‘10-K’ for 2/1/20 – ‘EX-4.3’

On:  Wednesday, 3/25/20, at 10:42am ET   ·   For:  2/1/20   ·   Accession #:  1140361-20-6788   ·   File #:  1-37501

Previous ‘10-K’:  ‘10-K’ on 3/29/19 for 2/2/19   ·   Next:  ‘10-K’ on 3/24/21 for 1/30/21   ·   Latest:  ‘10-K’ on 3/27/24 for 2/3/24

Find Words in Filings emoji
 		  in    Show  and   ↓Hints

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 3/25/20  Ollie’s Bargain Outlet Holdi… Inc 10-K        2/01/20   87:9.1M                                   Broadridge Fin’l So… Inc

Annual Report   —   Form 10-K   —   Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML   1.29M 
 2: EX-4.3      Instrument Defining the Rights of Security Holders  HTML     35K 
                -- exhibit4_3                                                    
 3: EX-21.1     Subsidiaries List -- exhibit21_1                    HTML     25K 
 4: EX-23.1     Consent of Experts or Counsel -- exhibit23_1        HTML     26K 
 5: EX-31.1     Certification -- §302 - SOA'02 -- exhibit31_1       HTML     34K 
 6: EX-31.2     Certification -- §302 - SOA'02 -- exhibit31_2       HTML     34K 
 7: EX-32.1     Certification -- §906 - SOA'02 -- exhibit32_1       HTML     27K 
 8: EX-32.2     Certification -- §906 - SOA'02 -- exhibit32_2       HTML     28K 
17: R1          Document and Entity Information                     HTML     88K 
59: R2          Consolidated Statements of Income                   HTML     89K 
70: R3          Consolidated Balance Sheets                         HTML    116K 
43: R4          Consolidated Balance Sheets (Parenthetical)         HTML     49K 
18: R5          Consolidated Statements of Stockholders' Equity     HTML     81K 
60: R6          Consolidated Statements of Cash Flows               HTML    124K 
71: R7          Organization and Summary of Significant Accounting  HTML    102K 
                Policies                                                         
44: R8          Net Sales                                           HTML     83K 
16: R9          Property and Equipment                              HTML     45K 
31: R10         Commitments and Contingencies                       HTML     64K 
40: R11         Goodwill and Other Intangible Assets                HTML     41K 
84: R12         Accrued Expenses                                    HTML     43K 
55: R13         Debt Obligations and Financing Arrangements         HTML     43K 
30: R14         Income Taxes                                        HTML     88K 
39: R15         Equity Incentive Plans                              HTML    100K 
83: R16         Employee Benefit Plans                              HTML     31K 
54: R17         Common Stock                                        HTML     31K 
32: R18         Segment Reporting                                   HTML     52K 
37: R19         Quarterly Results of Operations and Seasonality     HTML     58K 
                (Unaudited)                                                      
74: R20         Subsequent Event                                    HTML     29K 
62: R21         Schedule I - Condensed Financial Information of     HTML     89K 
                Registrant Ollie's Bargain Outlet Holdings, Inc.                 
                (Parent Company Only)                                            
15: R22         Organization and Summary of Significant Accounting  HTML    159K 
                Policies (Policies)                                              
42: R23         Net Sales (Policies)                                HTML     28K 
73: R24         Organization and Summary of Significant Accounting  HTML     50K 
                Policies (Tables)                                                
61: R25         Net Sales (Tables)                                  HTML     81K 
14: R26         Property and Equipment (Tables)                     HTML     43K 
41: R27         Commitments and Contingencies (Tables)              HTML     54K 
72: R28         Goodwill and Other Intangible Assets (Tables)       HTML     40K 
63: R29         Accrued Expenses (Tables)                           HTML     41K 
57: R30         Debt Obligations and Financing Arrangements         HTML     40K 
                (Tables)                                                         
85: R31         Income Taxes (Tables)                               HTML     88K 
35: R32         Equity Incentive Plans (Tables)                     HTML     98K 
28: R33         Segment Reporting (Tables)                          HTML     50K 
58: R34         Quarterly Results of Operations and Seasonality     HTML     56K 
                (Unaudited) (Tables)                                             
86: R35         Organization and Summary of Significant Accounting  HTML     28K 
                Policies, Description of Business (Details)                      
36: R36         Organization and Summary of Significant Accounting  HTML     44K 
                Policies, Property and Equipment (Details)                       
29: R37         Organization and Summary of Significant Accounting  HTML     35K 
                Policies, Goodwill/Intangible Assets (Details)                   
56: R38         Organization and Summary of Significant Accounting  HTML     28K 
                Policies, Advertising Costs (Details)                            
87: R39         Organization and Summary of Significant Accounting  HTML     30K 
                Policies, Pre-Opening Expenses (Details)                         
65: R40         Organization and Summary of Significant Accounting  HTML     35K 
                Policies, Debt Issuance Costs (Details)                          
75: R41         Organization and Summary of Significant Accounting  HTML     31K 
                Policies, Income Taxes (Details)                                 
48: R42         Organization and Summary of Significant Accounting  HTML     65K 
                Policies, Earnings per Common Share (Details)                    
23: R43         Organization and Summary of Significant Accounting  HTML     34K 
                Policies, Immaterial Correction of Prior Period                  
                Financial Statements (Details)                                   
66: R44         Net Sales (Details)                                 HTML     81K 
76: R45         Property and Equipment (Details)                    HTML     55K 
49: R46         Commitments and Contingencies, Operating Leases     HTML     97K 
                (Details)                                                        
24: R47         Commitments and Contingencies, Future Minimum       HTML     46K 
                Rental Payments Required under Non-cancelable                    
                Operating Leases (Details)                                       
64: R48         Commitments and Contingencies, Related Party        HTML     56K 
                Leases (Details)                                                 
77: R49         Commitments and Contingencies, Sale-Leaseback       HTML     38K 
                (Details)                                                        
82: R50         Goodwill and Other Intangible Assets (Details)      HTML     49K 
51: R51         Accrued Expenses (Details)                          HTML     51K 
27: R52         Debt Obligations and Financing Arrangements,        HTML     34K 
                Long-term Debt (Details)                                         
34: R53         Debt Obligations and Financing Arrangements,        HTML     96K 
                Credit Facilities (Details)                                      
81: R54         Income Taxes, Income Tax Provision (Benefit)        HTML     58K 
                (Details)                                                        
50: R55         Income Taxes, Reconciliation of Statutory to        HTML     45K 
                Effective Income Tax Rate (Details)                              
26: R56         Income Taxes, Deferred Tax Assets and Liabilities   HTML     71K 
                (Details)                                                        
33: R57         Equity Incentive Plans, Equity Incentive Plans      HTML     58K 
                (Details)                                                        
80: R58         Equity Incentive Plans, Stock Option Activity       HTML     72K 
                (Details)                                                        
52: R59         Equity Incentive Plans, Weighted Average            HTML     40K 
                Assumptions (Details)                                            
20: R60         Equity Incentive Plans, RSU Activity (Details)      HTML     63K 
47: R61         Equity Incentive Plans, Stock-Based Compensation    HTML     36K 
                Expense (Details)                                                
79: R62         Employee Benefit Plans (Details)                    HTML     43K 
68: R63         Common Stock, Common Stock (Details)                HTML     37K 
19: R64         Common Stock, Share Repurchase Program (Details)    HTML     37K 
46: R65         Segment Reporting (Details)                         HTML     56K 
78: R66         Quarterly Results of Operations and Seasonality     HTML     50K 
                (Unaudited) (Details)                                            
67: R67         Schedule I - Condensed Financial Information of     HTML     76K 
                Registrant Ollie's Bargain Outlet Holdings, Inc.                 
                (parent company only), Condensed Balance Sheets                  
                (Details)                                                        
21: R68         Schedule I - Condensed Financial Information of     HTML     78K 
                Registrant Ollie's Bargain Outlet Holdings, Inc.                 
                (parent company only), Condensed Statements of                   
                Income (Details)                                                 
45: R69         Schedule I - Condensed Financial Information of     HTML     65K 
                Registrant Ollie's Bargain Outlet Holdings, Inc.                 
                (parent company only), Notes to Condensed                        
                Financial Statements (Details)                                   
25: XML         IDEA XML File -- Filing Summary                      XML    155K 
22: XML         XBRL Instance -- form10k_htm                         XML   1.93M 
38: EXCEL       IDEA Workbook of Financial Reports                  XLSX     90K 
10: EX-101.CAL  XBRL Calculations -- olli-20200201_cal               XML    221K 
11: EX-101.DEF  XBRL Definitions -- olli-20200201_def                XML    667K 
12: EX-101.LAB  XBRL Labels -- olli-20200201_lab                     XML   2.04M 
13: EX-101.PRE  XBRL Presentations -- olli-20200201_pre              XML   1.17M 
 9: EX-101.SCH  XBRL Schema -- olli-20200201                         XSD    162K 
69: JSON        XBRL Instance as JSON Data -- MetaLinks              354±   542K 
53: ZIP         XBRL Zipped Folder -- 0001140361-20-006788-xbrl      Zip    402K

‘EX-4.3’   —   Instrument Defining the Rights of Security Holders — exhibit4_3

This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]

 C: 
Exhibit 4.3
DESCRIPTION OF REGISTRANT’S SECURITIES
As of February 1, 2020, Ollie’s Bargain Outlet Holdings, Inc. (hereinafter, the “Company”) had one class of securities registered pursuant to Section 12 of the U.S. Securities Exchange Act of 1934, as amended: Common Stock, par value $0.001 per share (the “Common Stock”). The following summary includes a brief description of the Common Stock, as well as certain related additional information.
General. The Company has authority to issue 500,000,000 shares of Common Stock, and 50,000,000 shares of preferred stock, par value $.01 per share (the “Preferred Stock”), issuable in one or more series from time to time by resolution of the Company’s Board of Directors (the “Board”).
Voting rights. Holders of Common Stock are entitled to one vote per share held of record as of the applicable record date on any matter that is submitted to a stockholder vote and shall be entitled to vote at all stockholder meetings. Our stockholders will not have cumulative voting rights. Except as otherwise required by law, and subject to the terms of any one or more series or classes of preferred stock, any action required or permitted to be taken by the stockholders must be effected at an annual or special meeting of the stockholders and may not be effected by any written consent in lieu of a meeting by such stockholders, unless the directors then in office unanimously recommend that such action be permitted to be taken by written consent of stockholders.
Dividend rights. Holders of our common stock are entitled to receive dividends or other distributions when and if, declared by our Board out of assets or funds legally available therefor, and will share equally in any dividend, subject to any statutory or contractual restrictions on the payment of dividends and to any restrictions or prior rights on the payment of dividends imposed by the terms of any outstanding preferred stock or any other classes or series of stock at the time outstanding having prior rights as to dividends or other distributions.
Liquidation rights. In the event of any voluntary or involuntary liquidation, dissolution or winding up of our affairs, holders of our common stock would be entitled to share ratably and proportionally in our remaining assets that are legally available for distribution to stockholders after payment of liabilities, subject to the prior rights of our creditors and the holders of all classes or series of stock at the time outstanding having prior rights as to distributions upon liquidation, dissolution or winding up of our affairs. In any such case, we must pay the applicable distribution to the creditors and/or holders of our preferred stock before we may pay distributions to the holders of our common stock.
No preemption, conversion or other rights; No sinking fund provisions. Our stockholders have no preemptive, conversion or other rights to subscribe for additional shares. There are no sinking fund provisions
Anti-Takeover Effects of the Certificate of Incorporation and Bylaws. The provisions of the Company’s Third Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) and Fourth Amended and restated Bylaws (the “Bylaws”) described below may have the effect of delaying, deferring or preventing a change in control of the Company:
•
Our Board may issuer, without further action by the stockholders, up to 50,000,000 shares of undesignated Preferred Stock;
•
Subject to certain exceptions, the Bylaws may require that any action to be taken by our stockholders be effected at a duly called annual or special meeting and not by written consent;
1

•
The Bylaws specify that special meetings of our stockholders can be called only be a majority of our Board, the Chairperson of the Board or upon the request of the Chief Executive Officer;
•
the Bylaws  establish an advance notice procedure for stockholder proposals to be brought before an annual meeting, including proposed nominations of persons for election to our Board;
•
the Bylaws establish that the Board may be divided into classes with terms set forth therein until the annual meeting of stockholders to be held in 2022;
•
the Bylaws prevent cumulative voting in the election of directors; and
•
the Bylaws provide that vacancies on our Board may be filled only by a majority of directors then in office, even if less than a quorum.
The foregoing summary does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Certificate of Incorporation and Bylaws. For additional information we encourage you to read: the Certificate of Incorporation and Bylaws, all of which are exhibits to the Company’s Annual Report on Form 10-K; and applicable provisions of the General Corporation Law of the State of Delaware.

2



Dates Referenced Herein

This ‘10-K’ Filing    Date    Other Filings
Filed on:3/25/20None on these Dates
For Period end:2/1/20
 List all Filings 
↑Top
Filing Submission 0001140361-20-006788   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)
Copyright © 2024 Fran Finnegan & Company LLC – All Rights Reserved.
About — Privacy — Redactions — Help — Sat., Apr. 27, 9:43:31.1pm ET