AGN » Topics » ELECTION OF DIRECTORS

This excerpt taken from the AGN DEF 14A filed Mar 19, 2009.

ELECTION OF DIRECTORS

Our board currently consists of 12 members and is divided into three classes, with each class consisting of one third of the whole number of our board.

At each annual meeting, the directors elected by stockholders to succeed directors whose terms are expiring are identified as being of the same class as those directors they succeed and are elected for a term to expire at the third annual meeting after their election and until their successors are duly elected and qualified. Our board appoints directors to fill vacancies on our board, as they occur, as well as vacancies resulting from newly created directorships, in each instance upon the recommendation of our Corporate Governance Committee. A director appointed to fill a vacancy is appointed to the same class as the director he or she succeeds or the class of the created directorship as determined by our board. Newly-appointed directors hold office until the next election by our stockholders of the class to which such directors are appointed. There are currently four Class I directors, four Class II directors and four Class III directors.

Upon the recommendation of our Corporate Governance Committee, our board of directors has nominated each of the following four persons to be elected to serve as a Class II director for a three-year term expiring at the annual meeting of stockholders in 2012. Each of the nominees for election currently serves as a director and has consented to serve for a new term. Each of Dr. Boyer and Messrs. Ingram, Pyott and Ray was elected by our stockholders to his present term of office.

 

Name

   Age   

Position with Us

Herbert W. Boyer, Ph.D.

   72    Director, Vice Chairman

Robert A. Ingram

   66    Director

David E.I. Pyott

   55    Chairman of the Board and
Chief Executive Officer

Russell T. Ray

   61    Director
This excerpt taken from the AGN DEF 14A filed Mar 20, 2008.
ELECTION OF DIRECTORS
 
Our board currently consists of 12 members and is divided into three classes, with each class consisting of one third of the whole number of our board.
 
At each annual meeting, the directors elected by stockholders to succeed directors whose terms are expiring are identified as being of the same class as those directors they succeed and are elected for a term to expire at the third annual meeting after their election and until their successors are duly elected and qualified. Our board appoints directors to fill vacancies on our board, as they occur, as well as vacancies resulting from newly created directorships, in each instance upon the recommendation of our Corporate Governance Committee. A director appointed to fill a vacancy is appointed to the same class as the director he or she succeeds or the class of the created directorship as determined by our board. Newly-appointed directors hold office until the next election by our stockholders of the class to which such directors are appointed. There are currently four Class I directors, four Class II directors and four Class III directors.
 
Upon the recommendation of our Corporate Governance Committee, our board of directors has nominated each of the following four persons to be elected to serve as a Class I director for a three-year term expiring at the annual meeting of stockholders in 2011. Each of the nominees for election currently serves as a director and has consented to serve for a new term. Each of Prof. Jones and Mr. Schaeffer was elected by our stockholders to his present term of office, and each of Dr. Dunsire and Mr. Lavigne was appointed by our board of directors to his or her present term of office.
 
             
Name
  Age   Position with Us
 
Deborah Dunsire, M.D. 
    45     Director
Trevor M. Jones, Ph.D. 
    65     Director
Louis J. Lavigne, Jr. 
    59     Director
Leonard D. Schaeffer
    62     Director
 
ELECTION OF DIRECTORS
 
Our board of directors currently consists of 12 members and is divided into three classes, with each class consisting of one third of the whole number of our board of directors. There are currently four Class I directors, four Class II directors and four Class III directors. Dr. Deborah Dunsire was appointed to our board of directors effective December 2006. Effective as of the annual meeting, Handel E. Evans’ term as a director will expire and he will not stand for re-election to our board of directors. Mr. Evans is a Class III director. As a result, effective as of the annual meeting, our board of directors will consist of 11 members and there will be four Class I directors, four Class II directors and three Class III directors. Our board of directors has reduced the number of directors on our board from 12 to 11 effective as of the annual meeting date. At each annual meeting, the directors elected by stockholders to succeed directors whose terms are expiring are identified as being of the same class as those directors they succeed and are elected for a term to expire at the third annual meeting after their election and until their successors are duly elected and qualified. Our board appoints directors to fill vacancies on our board, as they occur, as well as newly created directorships, in each instance upon the recommendation of our Corporate Governance Committee. A director appointed to fill a vacancy is appointed to the same class as the director he or she succeeds or the class of the created directorship as determined by our board. Newly-appointed directors hold office until the next election by our stockholders of the class to which such directors are appointed.
 
Upon the recommendation of our Corporate Governance Committee, our board of directors has nominated each of the following three persons to be re-elected to serve as a Class III director for a three-year term expiring at the annual meeting of stockholders in 2010. Each of the nominees for election currently serves as a director, has consented to serve for a new term and was elected by our stockholders to his present term of office.
 
             
Name
 
Age
 
Position with Us
 
Michael R. Gallagher
  61   Director
Gavin S. Herbert
  74   Director, Chairman Emeritus
Stephen J. Ryan, M.D. 
  67   Director
 
THE BOARD RECOMMENDS THAT YOU VOTE FOR THE ELECTION OF EACH OF THE THREE NAMED DIRECTOR NOMINEES.
 
Although it is anticipated that each nominee will be able to serve as a director, should any nominee become unavailable to serve, the shares of our common stock represented by the proxies will be voted for such other person or persons as may be designated by our board, unless our board reduces the number of directors accordingly. As of the date of this proxy statement, our board is not aware of any nominee who is unable or will decline to serve as a director.
 
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