This excerpt taken from the ADI DEF 14A filed Feb 4, 2009.
Statement of Mark Filiberto
Our current practice, in which only a few directors stand for election annually, is not in the best interest of our Company and its stockholders. Eliminating this staggered system would require each director to stand for election annually and would give stockholders an opportunity to register their view on the performance of each director annually. Electing directors in this manner is one of the best methods available to stockholders to ensure that the Company will be managed in a manner that is in the best interest of stockholders.
Arthur Levitt, Chairman of the Securities and Exchange Commission, 1993-2001 said: In my view its best for the investor if the entire board is elected once a year. Without annual election of each director shareholders have far less control over who represents them. Source: Take on the Street by Arthur Levitt.
The Council of Institutional Investors www.cii.org recommends adoption of annual election of each director. This proposal topic also won up to 86% support (based on yes and no votes) at the following companies in 2008 (respective proponents listed):
The merits of this Elect Each Director Annually proposal should be considered in the context of the need to initiate improvements in our companys corporate governance and in individual director performance. For instance in 2008 the following governance and performance issues were identified:
D in governance.
High Governance Risk Assessment.
High Concern in Executive Pay.
1) Call a special shareholder meeting by 10% of shareholders.
2) Cumulative voting.
3) To fill board vacancies.
4) Act by written consent.
The above concerns shows there is need for improvement. Please encourage our board to respond positively to this proposal: