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AN » Topics » Does the Corporate Governance and Nominating Committee have a policy with regard to the consideration of any director candidates recommended by our stockholders?This excerpt taken from the AN DEF 14A filed Mar 23, 2009. Does
the Corporate Governance and Nominating Committee have a policy
with regard to the consideration of any director candidates
recommended by our stockholders?
Yes. The Corporate Governance and Nominating Committee has a
policy pursuant to which it considers director candidates
recommended by our stockholders. As described above, all
director candidates recommended by our stockholders are
considered for selection to the Board on the same basis as if
such candidates were recommended by one or more of our directors
or other sources. To recommend a director candidate for
consideration by our Corporate Governance and Nominating
Committee, a stockholder must submit the recommendation in
writing to our Corporate Secretary not later than one hundred
twenty (120) calendar days prior to the anniversary date of
our proxy statement distributed to our stockholders in
connection with our most recent annual meeting of stockholders,
and the recommendation must provide the following information:
(i) the name of the stockholder making the recommendation;
(ii) the
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name of the candidate; (iii) the candidate’s resume or
a listing of his or her qualifications to be a director;
(iv) the proposed candidate’s written consent to being
named as a nominee and to serving as one of our directors if
elected; and (v) a description of all relationships,
arrangements, or understandings, if any, between the proposed
candidate and the recommending stockholder and between the
proposed candidate and us so that the candidate’s
independence may be assessed. The stockholder or the director
candidate also must provide any additional information requested
by our Corporate Governance and Nominating Committee to assist
the Committee in appropriately evaluating the candidate.
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