TD Ameritrade 2018 Annual Report

23 The terms of the stockholders agreement, our charter documents and Delaware law could inhibit a takeover that stockholders may consider favorable. Provisions in the stockholders agreement between TD and the Company, our certificate of incorporation and bylaws and Delaware law will make it difficult for any party to acquire control of us in a transaction not approved by the requisite number of directors. These provisions include: • the presence of a classified board of directors; • the ability of the board of directors to issue and determine the terms of preferred stock; • advance notice requirements for inclusion of stockholder proposals at stockholder meetings; and • the anti-takeover provisions of Delaware law. These provisions could delay, deter or prevent a change of control or change in management that might provide stockholders with a premium to the market price of their common stock. Our future ability to pay regular dividends to holders of our common stock is subject to the discretion of our board of directors and will be limited by our ability to generate sufficient earnings and cash flows. Payment of future cash dividends on our common stock will depend on our ability to generate earnings and cash flows. However, sufficient cash may not be available to pay such dividends. Payment of future dividends, if any, will be at the discretion of our board of directors and will depend upon a number of factors that the board of directors deems relevant, including future earnings, the success of our business activities, capital and liquidity requirements, the general financial condition and future prospects of our business and general business conditions. If we are unable to generate sufficient earnings and cash flows from our business, we may not be able to pay dividends on our common stock. Our ability to pay cash dividends on our common stock is also dependent on the ability of our subsidiaries to pay dividends to the parent company. Some of our subsidiaries are subject to requirements of the SEC, FINRA, the CFTC, the NFAand other regulators relating to liquidity, capital standards and the use of client funds and securities, which may limit funds available for the payment of dividends to the parent company. Item 1B. Unresolved Staff Comments None. Item 2. Properties Our Company-owned corporate headquarters facility is located inOmaha, Nebraska and provides more than 500,000 square feet of building space. Our headquarters facility has earned Leadership in Energy and Environmental Design (LEED) Platinum Certification, the highest level of distinction awarded by the U.S. Green Building Council. We also lease approximately 80,000 square feet of building space on property adjacent to the headquarters for administrative and operational facilities. These leases expire in 2020. We own additional administrative and operational facilities that provide approximately 500,000, 300,000 and 200,000 square feet of building space located in St. Louis, Missouri, Southlake, Texas and Denver, Colorado, respectively. We lease approximately 195,000 square feet of building space for an additional operation center in Jersey City, New Jersey. The Jersey City lease expires in 2020. We lease smaller administrative and operational facilities in California, Colorado, Illinois, Maryland, Massachusetts, Michigan, Texas and Utah. We own two data center facilities, located in Richardson, Texas and St. Louis, Missouri, and we lease four data center facilities located in Texas, Arizona and New Jersey. We also lease more than 360 retail branch offices, located in 48 states and the District of Columbia. We believe that our facilities are suitable and adequate to meet our needs. Item 3. Legal Proceedings For information regarding legal proceedings, see Note 15 — Commitments and Contingencies – "Legal and RegulatoryMatters" under Item 8, Financial Statements and SupplementaryData—Notes toConsolidated Financial Statements.