This excerpt taken from the ARBX DEF 14A filed Apr 29, 2005.
Our certificate of incorporation provides for a Board consisting of three classes, with each class serving for a staggered three-year term. Our Board currently consists of eight directors. Our Class I directors currently are Michael L. DeRosa and Mathew J. Lori. Our Class II directors are Deborah D. Rieman, Roland A. Van der Meer and William G. Kingsley. Our Class III directors are J. Curt Hockemeier, Anthony L. Craig and Michael J. Ruane.
Each Class I director elected at the Annual Meeting will serve until the 2008 annual meeting of stockholders and until such directors successor has been elected and qualified, except in the event of such directors earlier death, resignation or removal. The terms of office of the Class II and Class III directors will expire at the annual meetings of stockholders to be held in 2006 and 2007, respectively, upon the election and qualification of their successors.
Mr. DeRosa has informed the Board that he does not intend to stand for reelection to our Board. There is no disagreement between Mr. DeRosa and the Company on any matter relating to our operations, policies or practices. Accordingly, upon the recommendation of our Nominating and Corporate Governance Committee, the Board has nominated Robert C. Atkinson and Mathew J. Lori for election as the Class I directors. Mr. Atkinson is not currently a director of the Company. The persons named as proxy agents in the enclosed proxy card intend (unless instructed otherwise by a stockholder) to vote for the election of Robert C. Atkinson and Mathew J. Lori as the Class I directors. In the event that a nominee should become unable to accept nomination or election (a circumstance that the Board does not expect), the proxy agents intend to vote for any alternate nominee designated by the Board or, in the discretion of the Board, the position may be left vacant.