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ATVI » Topics » A. Nomination Procedures

These excerpts taken from the ATVI 10-K filed Feb 27, 2009.

A.            Nomination Procedures

 

1.             As soon as reasonably practicable after dismissal with prejudice of the Actions, the Board shall establish a procedure, to be conducted by the Chairman of the Nominating and Corporate Governance Committee of the Board, in consultation with a corporate governance consultant (the “Consultant”), to identify potential Shareholder Director Nominee candidates to serve as two of the independent directors of the Board of Directors.  The Consultant shall be mutually acceptable to plaintiff’s lead counsel and to the Chairman of the Nominating and Corporate Governance Committee of the Board.  The annual fee of the Consultant shall not exceed $35,000.  The Chairman of the Nominating and Corporate Governance Committee and the Consultant shall work cooperatively and in good faith to identify potential Shareholder Director Nominee candidates to serve on the Board.  In undertaking this process, the Consultant shall, jointly with the Chairman of the Nominating and Corporate Governance Committee (or his or her designee), solicit from individuals or entities which hold of record more than one (1) percent of the common stock of Activision (and which have held of record a minimum of one (1) percent of the common stock of Activision for at least the previous nine months) for the purpose of requesting that such shareholder provide up to two names of potential Shareholder Director Nominee candidates.

 

2.             The Nominating and Corporate Governance Committee shall establish an objective set of criteria to be utilized in conducting the canvassing efforts set forth below.

 

3.             Initial Selection Process.  The Nominating and Corporate Governance Committee shall review each of the potential Shareholder Director Nominee candidates submitted to it pursuant to the procedures described above, to the extent that those candidates satisfy the criteria set forth under subsection (2) (including background information and interviews of prospective candidates, as appropriate).  The Nominating and Corporate Governance Committee shall consider such candidates and, in the exercise of its business judgment, shall recommend to the

 

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full Board a candidate from among all candidates it has considered.  The Activision Board of Directors shall retain full authority, subject to its business judgment and its fiduciary duties, to nominate any candidate to stand for election to the Board.

 

A.            Nomination Procedures



 



1.             As soon as reasonably practicable after
dismissal with prejudice of the Actions, the Board shall establish a procedure,
to be conducted by the Chairman of the Nominating and Corporate Governance
Committee of the Board, in consultation with a corporate governance consultant
(the “Consultant”), to identify potential Shareholder Director Nominee
candidates to serve as two of the independent directors of the Board of
Directors.  The Consultant shall be
mutually acceptable to plaintiff’s lead counsel and to the Chairman of the
Nominating and Corporate Governance Committee of the Board.  The annual fee of the Consultant shall not
exceed $35,000.  The Chairman of the
Nominating and Corporate Governance Committee and the Consultant shall work
cooperatively and in good faith to identify potential Shareholder Director
Nominee candidates to serve on the Board. 
In undertaking this process, the Consultant shall, jointly with the
Chairman of the Nominating and Corporate Governance Committee (or his or her
designee), solicit from individuals or entities which hold of record more than
one (1) percent of the common stock of Activision (and which have held of
record a minimum of one (1) percent of the common stock of Activision for
at least the previous nine months) for the purpose of requesting that such
shareholder provide up to two names of potential Shareholder Director Nominee
candidates.



 



2.             The Nominating and Corporate Governance
Committee shall establish an objective set of criteria to be utilized in
conducting the canvassing efforts set forth below.



 



3.             Initial Selection Process.  The Nominating and Corporate Governance
Committee shall review each of the potential Shareholder Director Nominee
candidates submitted to it pursuant to the procedures described above, to the
extent that those candidates satisfy the criteria set forth under subsection (2) (including
background information and interviews of prospective candidates, as
appropriate).  The Nominating and
Corporate Governance Committee shall consider such candidates and, in the
exercise of its business judgment, shall recommend to the



 



5















 



full Board a candidate from among all candidates it has
considered.  The Activision Board of
Directors shall retain full authority, subject to its business judgment and its
fiduciary duties, to nominate any candidate to stand for election to the Board.



 



EXCERPTS ON THIS PAGE:

10-K (2 sections)
Feb 27, 2009

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"A. Nomination Procedures" elsewhere:

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