This excerpt taken from the GMCR DEF 14A filed Jan 25, 2007.
Purpose of Amendment
The Board believes it is in the best interest of the Company to increase the number of authorized shares of common stock in order to give the Company greater flexibility in considering and planning for future potential business needs. In particular, the Board would like to have sufficient number of shares of common stock available to effect a two-for-one stock split in the form of a stock dividend of one share of common stock for each share of common stock outstanding on the record date for such stock split, which has not yet been determined. The Board believes that a stock split would benefit the Company and its stockholders because it would be expected to place the market price of the Companys common stock in a range that is more attractive to investors, which may result in improved liquidity and enhanced trading volume for our common stock. However, the Board has not made a final determination with respect to a stock split nor has it set a definite record date for such a split. Any decision to effect a stock split would be based on market factors and other considerations. Without the approval by the stockholders of the Company to increase the number of authorized shares of the Companys common stock, the Board would be unable to authorize a 2-for-1 stock split and have a sufficient reserve of common stock remaining to consider and plan for future potential business needs.
Excluding the stock split discussed above, the Company has no current plan, commitment, arrangement, understanding or agreement regarding the issuance of the additional shares of common stock resulting from the proposed increase in authorized shares. The additional shares of common stock will be available for issuance by the Board for various corporate purposes, including but not
limited to, stock splits, stock dividends, grants under employee stock plans, financings, corporate mergers and acquisitions and other general corporate transactions. Having this additional authorized common stock available for future use will allow the Company to issue additional shares of common stock without the expense and delay of arranging a special meeting of stockholders.