Apparently under Pennsylvania corporate law, where IDCC is incorporated, a corporation can declare a stock split (dividend), AND increase the number of authorized shares without stockholder approval.
See bolded in following announcement:
VF Corporation Announces Four-for-One Stock Split And a 21 Percent Increase in Its Quarterly Dividend Rate
Marks VF’s 41st Consecutive Year of Higher Dividend Payments to Shareholders
GREENSBORO, N.C.--(BUSINESS WIRE)--October 21, 2013--VF Corporation (NYSE: VFC) today announced that on Oct. 16, 2013, its Board of Directors approved a four-for-one split of the company’s shares of common stock to be payable in the form of a stock dividend. Shareholders of record as of the close of business on Dec. 10, 2013 will receive three additional shares of common stock for each share of common stock they own, payable on Dec. 20, 2013. The New York Stock Exchange is expected to begin reporting the adjusted number of shares outstanding and adjusted per-share stock price on Dec. 23, 2013.
“During the past decade, VF has returned nearly $5 billion to shareholders through dividend payments and share repurchases,” said Eric Wiseman, VF Chairman and Chief Executive Officer. “Today’s announcement is the result of VF’s strong financial and stock price performance, and the confidence we have in our ability to create long-term profitable growth and returns for our shareholders.”
Upon completion of the split, the number of issued and outstanding shares of VF common stock will increase from approximately 110 million to approximately 440 million. In connection with the stock split, the Board of Directors amended VF’s Articles of Incorporation to increase the number of authorized shares of common stock from 300 million to 1.2 billion and reduce the stated value applicable to the common stock from $1.00 per share to $0.25 per share. These changes did not require shareholder approval under the laws of Pennsylvania where VF is incorporated.
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