SEC Info - Nautilus, Inc. - ‘10-K’ for 12/31/19

Nautilus, Inc. – ‘10-K’ for 12/31/19 – ‘EX-4.1’

On: Wednesday, 2/26/20, at 4:33pm ET · For: 12/31/19 · Accession #: 1078207-20-15 · File #: 1-31321

Document/Exhibit Description Pages Size 1: 10-K Annual Report HTML 1.47M 2: EX-4.1 Instrument Defining the Rights of Security Holders HTML 33K 3: EX-10.16 Material Contract HTML 32K 4: EX-21.1 Subsidiaries List HTML 29K 5: EX-23.1 Consent of Experts or Counsel HTML 32K 6: EX-31.1 Certification -- §302 - SOA'02 HTML 38K 7: EX-31.2 Certification -- §302 - SOA'02 HTML 38K 8: EX-32.1 Certification -- §906 - SOA'02 HTML 33K 44: R1 Cover Page HTML 90K 117: R2 Consolidated Balance Sheets HTML 128K 79: R3 Consolidated Balance Sheets (Parentheticals) HTML 47K 28: R4 Consolidated Statements of Operations HTML 145K 45: R5 Consolidated Statements Of Comprehensive Income HTML 55K (Loss) 118: R6 Consolidated Statements of Comprehensive Income HTML 42K (Parenthetical) 80: R7 Consolidated Statements of Stockholders' Equity HTML 85K 26: R8 Consolidated Statements of Stockholders' Equity - HTML 42K Parenthetical 47: R9 Consolidated Statements of Cash Flows HTML 141K 56: R10 Business Acquisition HTML 50K 37: R11 Significant Accounting Policies HTML 119K 86: R12 Discontinued Operation HTML 40K 123: R13 Revenues HTML 65K 57: R14 Fair Value Measurements HTML 121K 38: R15 Derivatives HTML 77K 87: R16 Trade Receivables HTML 50K 124: R17 Inventories HTML 39K 55: R18 Property, Plant and Equipment HTML 60K 39: R19 Leases HTML 64K 88: R20 Goodwill HTML 50K 102: R21 Other Intangible Assets HTML 61K 62: R22 Investments HTML 38K 16: R23 Accrued Liabilities HTML 39K 89: R24 Product Warranties HTML 39K 103: R25 Borrowings HTML 40K 63: R26 Income Taxes HTML 145K 17: R27 Accumulated Other Comprehensive Income (Loss) HTML 64K 91: R28 Stock-Based Compensation HTML 129K 101: R29 Stock Repurchase Program HTML 41K 121: R30 (Loss) Income Per Share HTML 49K 85: R31 401(k) Savings Plan HTML 37K 41: R32 Segment Information HTML 84K 60: R33 Commitments and Contingencies HTML 39K 120: R34 Supplementary Information - 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EXHIBIT 4.1 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of December 31, 2019, Nautilus, Inc. (the “Company,” “we” or “our”) had one class of securities registered under Section 12 of the Securities Exchange Act of 1934: our common stock (the “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 Amended and Restated Articles of Incorporation (the “Articles of Incorporation”) and our Amended and Restated Bylaws (the “Bylaws”), which are filed as exhibits to this Annual Report on Form 10-K and are incorporated by reference herein, and to the applicable provisions of the Washington Business Corporation Act (“WBCA”), Title 23B of the Revised Code of Washington. Authorized Capital Shares Our authorized capital shares consist of 75,000,000 shares of common stock, no par value per share (“Common Stock). Common Stock Voting Rights The holders of Common Stock are entitled to one vote per share on all matters voted on by the shareholders, including the election of directors. Our Common Stock does not have cumulative voting rights. Dividend Rights The holders of Common Stock are entitled to receive dividends, if any, as may be declared from time to time by the Board of Directors in its discretion out of funds legally available for the payment of dividends. Liquidation Rights The holders of Common Stock will share ratably in all assets legally available for distribution to our shareholders in the event of dissolution. Other Rights and Preferences Our Common Stock has no sinking fund or redemption provisions or preemptive, conversion or exchange rights. Holders of Common Stock may act by unanimous written consent. Anti-Takeover Provisions The provisions of Washington law could have the effect of delaying, deferring, or discouraging another person from acquiring control of our company. These provisions, which are summarized below, may have the effect of discouraging takeover bids. We are subject to the WBCA which imposes restrictions on certain transactions between a corporation and certain significant shareholders. The WBCA generally prohibits a “target corporation” (as defined in the WBCA) from engaging in certain significant business transactions with an “acquiring person,” which

EXHIBIT 4.1 is defined as a person or group of persons that beneficially owns 10% or more of the voting securities of the target corporation, for a period of five years after such acquisition, unless the transaction or acquisition of shares is approved (1) prior to the time of the acquisition, by a majority of the members of the target corporation’s board of directors or (2) at or subsequent to the acquiring person’s share acquisition time, by a majority of the members of the target corporation’s board of directors and authorized at an annual or special meeting of shareholders, and not by written consent, by the affirmative vote of at least 66-2/3% of the outstanding voting shares, except for shares beneficially owned by or under the voting control of the acquiring person. Such prohibited transactions include, among other things: • a merger or consolidation with, disposition of assets to, or issuance or redemption of stock to or from the acquiring person; • termination of 5% or more of the employees of the target corporation employed in Washington, whether at one time or over a five-year period as a result of the acquiring person’s acquisition of 10% or more of the shares; or • allowing the acquiring person to receive any disproportionate benefit as a shareholder. After the five-year period, a “significant business transaction” may occur if it complies with “fair price” provisions specified in the statute or are approved at an annual or special meeting of shareholders by a majority of the outstanding shares other than those of which the acquiring person has beneficial ownership. As a result, Chapter 23B.19 of the WBCA could have the effect of delaying, deferring, or preventing a change in control. Transfer Agent and Registrar Our transfer agent and registrar is Computershare Trust Company, N.A. Listing Our Common Stock is traded on the New York Stock Exchange under the trading symbol “NLS.”

This ‘10-K’ Filing

Date

Other Filings

Filed on:

2/26/20

S-8

For Period end:

12/31/19

11-K, SD

List all Filings

As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 8/17/23 Nautilus, Inc. S-1 4:329K Donnelley … Solutions/FA 6/03/22 Nautilus, Inc. 10-K 3/31/22 118:16M 2/26/21 Nautilus, Inc. 10-K 12/31/20 114:17M 11/09/20 Nautilus, Inc. S-3 4:475K Donnelley … Solutions/FA

Nautilus, Inc. – ‘10-K’ for 12/31/19 – ‘EX-4.1’

On: Wednesday, 2/26/20, at 4:33pm ET · For: 12/31/19 · Accession #: 1078207-20-15 · File #: 1-31321

Previous ‘10-K’: ‘10-K’ on 2/27/19 for 12/31/18 · Next: ‘10-K’ on 2/26/21 for 12/31/20 · Latest: ‘10-K’ on 6/1/23 for 3/31/23 · 4 References:

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

‘EX-4.1’ — Instrument Defining the Rights of Security Holders

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

Dates Referenced Herein and Documents Incorporated by Reference

4 Subsequent Filings that Reference this Filing

Nautilus, Inc. – ‘10-K’ for 12/31/19 – ‘EX-4.1’

On: Wednesday, 2/26/20, at 4:33pm ET · For: 12/31/19 · Accession #: 1078207-20-15 · File #: 1-31321

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

‘EX-4.1’ — Instrument Defining the Rights of Security Holders

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

Dates Referenced Herein and Documents Incorporated by Reference

4 Subsequent Filings that Reference this Filing

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