Pennsylvania Proposed Amendment to Article 4 of Certificate of Incorporation: Authorize Issuance of Preferred Stock The state of Pennsylvania has proposed an amendment to Article 4 of the certificate of incorporation, which pertains to the authorization of the issuance of preferred stock. This proposed amendment aims to provide companies incorporated in Pennsylvania with the flexibility to issue preferred stock, thereby enhancing their ability to raise capital, implement strategic decisions, and attract potential investors. Preferred stock is a type of equity security that represents ownership in a corporation. It differs from common stock in terms of certain rights and privileges attached to it. Companies issue preferred stock to investors who desire to receive a fixed dividend payment before any dividends are paid to common stockholders. Additionally, preferred stockholders often have an advantage in the event of liquidation, bankruptcy, or the payment of any remaining assets to shareholders. This proposed amendment to Article 4 of the certificate of incorporation enables Pennsylvania companies to take advantage of the benefits associated with preferred stock. By allowing companies the option to offer this type of equity security, the state aims to foster an environment conducive to business growth and development. As for the different types of Pennsylvania proposed amendments to Article 4 of the certificate of incorporation to authorize the issuance of preferred stock, they can include: 1. Preferred Stock Dividends: This amendment may specify the rate and frequency of preferred stock dividends that the company can issue, providing clarity and transparency to potential investors. 2. Liquidation Preferences: The amendment may outline the rights of preferred stockholders in the event of liquidation or bankruptcy, ensuring their prioritized access to remaining assets. 3. Voting Rights: This amendment proposes whether preferred stockholders will be granted voting rights or restricted solely to a preferred dividend payment, depending on the company's objectives and requirements. 4. Convertibility: The amendment can address whether preferred stock may be converted into common stock, offering shareholders the potential to benefit from future company growth or strategic mergers and acquisitions. 5. Redemption Provisions: This type of amendment may establish conditions under which the company can redeem or repurchase preferred stock, providing flexibility and control over the capital structure. 6. Anti-Dilution Protections: The proposed amendment may incorporate anti-dilution provisions to safeguard preferred stockholders against losing value due to subsequent stock issuance by the company. It's important to note that the exact details and variations of these amendments can vary depending on the particular preferences, needs, and corporate governance of each company. To review the proposed amendment in detail, please find a copy attached herewith for your reference.