DESCRIPTION OF CAPITAL STOCK
The following summary is not complete. You should refer to the applicable provisions of our Restated Certificate of Incorporation, and
our Bylaws, as amended, and to Delaware corporate law for a complete understanding of the terms and rights of our common and preferred stock.
Common Stock
We are authorized to issue
750,000,000 shares of common stock, $0.25 par value per share, of which 631,831,137 shares of common stock were outstanding as of February 11, 2025. All of our currently outstanding shares of common stock are listed on the New York Stock
Exchange under the symbol HL.
Subject to the rights of the holders of any outstanding shares of preferred stock, each share
of common stock is entitled to: (i) one vote on all matters presented to the stockholders, with no cumulative voting rights; (ii) receive such dividends as may be declared by the Board of Directors out of funds legally available therefor;
and (iii) in the event of our liquidation or dissolution, share ratably in any distribution of our assets.
Holders of shares of
common stock do not have preemptive rights or other rights to subscribe for unissued or treasury shares or securities convertible into such shares, and no redemption or sinking fund provisions are applicable. All outstanding shares of common stock
are fully paid and nonassessable.
Preferred Stock
Our Restated Certificate of Incorporation authorizes us to issue 5,000,000 shares of preferred stock, par value $0.25 per share. The preferred
stock is issuable in series with such voting rights, if any, designations, powers, preferences and other rights and such qualifications, limitations and restrictions as may be determined by our Board of Directors. The Board may fix the number of
shares constituting each series and increase or decrease the number of shares of any series. As of February 11, 2025, 157,756 shares of preferred stock were outstanding, all of which were shares of Series B preferred stock. All of the shares of our
Series B preferred stock are listed on the New York Stock Exchange under the symbol HL PB.
Ranking
The Series B preferred stock ranks senior to our common stock and any shares of Series A junior participating preferred stock (none of which
have ever been issued) with respect to payment of dividends, and amounts due upon liquidation, dissolution or winding up.
While any
shares of Series B preferred stock are outstanding, we may not authorize the creation or issuance of any class or series of stock that ranks senior to the Series B preferred stock as to dividends or amounts due upon liquidation, dissolution or
winding up without the consent of the holders of 66 2/3% of the outstanding shares of Series B preferred stock and any other series of preferred stock ranking on a parity with the Series B preferred stock as to dividends and amounts due upon
liquidation, dissolution or winding up, voting as a single class without regard to series.
Dividends
Series B preferred stockholders are entitled to receive, when, as and if declared by the Board of Directors out of our assets legally available
therefor, cumulative cash dividends at the rate per annum of $3.50 per share of Series B preferred stock. Dividends on the Series B preferred stock are payable quarterly in arrears on October 1, January 1, April 1 and July 1 of
each year (and, in the case of any undeclared and unpaid dividends, at such additional times and for such interim periods, if any, as determined by the Board of Directors), at such annual rate. Dividends are cumulative from the date of the original
issuance of the Series B preferred stock, whether or
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