EXHIBIT 4.2


 


DESCRIPTION OF THE REGISTRANT’S
SECURITIES 


REGISTERED PURSUANT TO SECTION 12 OF
THE 


SECURITIES EXCHANGE ACT OF 1934 


 


Description of Class A common stock


 


The following summary of Phibro Animal Health
Corporation’s Class A common stock does not purport to be complete and is subject to our amended and restated certificate
of incorporation, our amended and restated bylaws and the provisions of applicable law. Copies of our amended and restated certificate
of incorporation and amended and restated bylaws are filed as exhibits to the Annual Report on Form 10-K, of which this Exhibit
4.2 is a part.


 


Authorized Capitalization 


 


General 





 


Our authorized capital stock consists of
300,000,000 shares of Class A common stock, par value $0.0001 per share, 30,000,000 shares of Class B common stock, par value $0.0001
per share, and 16,000,000 shares of undesignated preferred stock.


 


Common Stock 


 


Class A Common Stock 


 


Holders of shares of our Class A common stock
are entitled to one vote for each share held of record on all matters submitted to a vote of stockholders. Except as otherwise
provided by our amended and restated certificate of incorporation or applicable law, the holders of our Class A common stock
and Class B common stock shall vote together as a single class. Our amended and restated bylaws provide that the presence,
in person or by proxy, of holders of shares representing a majority of the outstanding shares of common stock entitled to vote
at a stockholders’ meeting shall constitute a quorum. When a quorum is present, the affirmative vote of a majority in voting
power of the shares of common stock present in person or represented by proxy at the meeting and entitled to vote on the subject
matter is required to take action, unless otherwise specified by law or our certificate of incorporation, and except for the election
of directors, which is determined by a plurality vote. There are no cumulative voting rights.


 


Holders of shares of our Class A common stock
are entitled to receive dividends when and if declared by our board of directors (“Board”) out of funds legally available
therefor and pro rata with holders of shares of our Class B common stock, subject to any statutory or contractual restrictions
on the payment of dividends and to any restrictions on the payment of dividends imposed by the terms of any outstanding preferred
stock.


 


Upon our dissolution or liquidation or the
sale of all or substantially all of our assets, after payment in full of all amounts required to be paid to creditors and to the
holders of preferred stock having liquidation preferences, if any, the holders of shares of our Class A common stock will be entitled
to receive pro rata with holders of shares of our Class B common stock our remaining assets available for distribution.


 


Holders of shares of our Class A common stock
do not have preemptive, subscription or conversion rights. Our Class A common stock is not convertible and there are no redemption
or sinking fund provisions applicable to our Class A common stock. Unless our Board determines otherwise, we will issue all of
our capital stock in uncertificated form.


 






     


     


    

 


Class B Common Stock 


 


Holders of shares of Class B common stock
are entitled to 10 votes for each share of record on all matters submitted to a vote of stockholders. Each share of Class B common
stock is convertible at any time at the option of the holder into one share of Class A common stock. In addition, each share of
Class B common stock will convert automatically into one share of Class A common stock upon any transfer, whether or not for value,
except for certain transfers by and among BFI Co., LLC, a Delaware limited liability company (“BFI”), its affiliates
and certain Bendheim family members, as described in the amended and restated certificate of incorporation. Once transferred and
converted into Class A common stock, the Class B common stock will not be reissued. In addition, all shares of Class B common stock
will automatically convert to shares of Class A common stock when the outstanding shares of Class B common stock and Class A common
stock held by BFI, its affiliates and certain Bendheim family members, together, is less than 15% of the total outstanding shares
of Class A common stock and Class B common stock, taken as a single class.


 


Dividend Rights 


 


Each holder of shares of our capital stock
is entitled to receive such dividends and other distributions in cash, stock or property as may be declared by our Board from time
to time out of our assets or funds legally available for dividends or other distributions. These rights are subject to the preferential
rights of any other class or series of our preferred stock.


 


Other Rights 


 


Each holder of common stock is subject to,
and may be adversely affected by, the rights of the holders of any series of preferred stock that we may designate and issue in
the future.


 


Liquidation Rights 


 


If our company is involved in a consolidation,
merger, recapitalization, reorganization, or similar event, each holder of common stock will participate pro rata in all assets
remaining after payment of liabilities, subject to prior distribution rights of preferred stock, if any, then outstanding.


 


Anti-takeover Effects of our Amended and Restated Certificate
of Incorporation and Amended and Restated Bylaws 


 


Action by Written Consent, Special Meeting of Stockholders
and Advance Notice Requirements for Stockholder Proposals 


 


Our amended and restated certificate of incorporation
provides that stockholder action can be taken only at an annual or special meeting of stockholders and cannot be taken by written
consent in lieu of a meeting once BFI and its affiliates cease to beneficially own more than 50% of the voting power of our outstanding
shares of common stock. Our amended and restated certificate of incorporation and bylaws will also provide that, except as otherwise
required by law, special meetings of the stockholders can be called only pursuant to a resolution adopted by a majority of the
total number of directors that we would have if there were no vacancies or, until the date that BFI and its affiliates ceases to
beneficially own more than 50% of the voting power of our outstanding shares of common stock, at the request of holders of 50%
or more of the voting power of our outstanding shares. Except as described above, stockholders will not be permitted to call a
special meeting or to require the Board to call a special meeting.


 


In addition, our amended and restated bylaws
require advance notice procedures for stockholder proposals to be brought before an annual meeting of the stockholders, including
the nomination of directors. Stockholders at an annual meeting may only consider the proposals specified in the notice of meeting
or brought before the meeting by or at the direction of the Board, or by a stockholder of record on the record date for the meeting,
who is entitled to vote at the meeting and who has delivered a timely written notice in proper form to our secretary, of the stockholder’s
intention to bring such business before the meeting.


 






     


     


    

 


Classified Board


 


Our amended and restated certificate of incorporation
provides that our Board will be divided into three classes of directors, with the classes as nearly equal in number as possible.
As a result, approximately one-third of our Board is elected each year.


 


Dual Class Stock


 


Our amended and restated certificate of incorporation
provides for a dual class common stock structure, which provides BFI and its affiliates with the ability to control the outcome
of matters requiring stockholder approval, even if BFI and its affiliates own significantly less than a majority of the shares
of our Class A common stock and Class B common stock voting together on a combined basis, including the election of directors and
significant corporate transactions, such as a merger or other sale of our company or its assets.


 


Amendment to Certificate of Incorporation and Bylaws 


 


The Delaware General Corporation Law provides
generally that the affirmative vote of a majority of the outstanding stock entitled to vote on amendments to a corporation’s
certificate of incorporation or bylaws is required to approve such amendment, unless a corporation’s certificate of incorporation
or bylaws, as the case may be, requires a greater percentage. Our amended and restated bylaws may be amended, altered, changed
or repealed by a majority vote of our Board, provided that, in addition to any other vote otherwise required by law, after the
date on which BFI and its affiliates cease to beneficially own more than 50% of the voting power of our outstanding shares, the
affirmative vote of at least 75% of the voting power of our outstanding shares of common stock will be required to amend, alter,
change or repeal our amended and restated bylaws. Additionally, after the date on which BFI and its affiliates cease to beneficially
own more than 50% of the voting power of our outstanding shares, the affirmative vote of at least 75% of the voting power of the
outstanding shares of common stock entitled to vote on the adoption, alteration, amendment or repeal of our amended and restated
certificate of incorporation, voting as a single class, will be required to amend or repeal or to adopt any provision inconsistent
with specified provisions of our amended and restated certificate of incorporation.


 


Transfer Agent and Registrar 


 


The transfer agent and registrar for our
Class A common stock is American Stock Transfer & Trust Company, LLC. Its address is 6201 15​th Avenue, Brooklyn,
New York 11219.


 


Listing 


 


Our Class A common stock is listed on The
Nasdaq Stock Market under the trading symbol “PAHC.”