This excerpt taken from the BORL DEF 14A filed Apr 8, 2005.
APPROVAL OF AMENDMENT TO OUR RESTATED CERTIFICATE OF INCORPORATION
We are seeking approval of an amendment to our Restated Certificate of Incorporation (the Restated Certificate) to eliminate the classification of our board of directors. If the amendment to our Restated Certificate (the Amendment) is approved by stockholders then a corresponding amendment will be made to our Restated Bylaws.
Our board of directors is currently divided into three classes, with members of each class holding office for staggered three-year terms. At our 2004 Annual Meeting of Stockholders, stockholders approved a proposal requesting that the board take the necessary steps to declassify the board of directors. The board previously said it would follow the direction of stockholders voting on the proposal, and the proposal was approved by the stockholders. Therefore, on March 11, 2005, the board of directors unanimously approved, subject to stockholder approval at this annual meeting, the Amendment to eliminate the classification of the board of directors. If the Amendment to the Restated Certificate is approved:
(a) the directors elected at this annual meeting will be elected for a one-year term, and those directors, together with the directors previously elected at our 2003 annual meeting, will stand for election at our 2006 annual meeting for a one-year term; and
(b) the directors previously elected at our 2004 annual meeting will serve out the remainder of their current three-year term, and will stand for election at our 2007 annual meeting, together with all other directors, for a one-year term.
All directors who may be appointed after the annual meeting would be appointed for an initial term ending at the next annual meeting. If the Amendment is not approved by stockholders at this annual meeting, the board of directors will remain classified, and the directors elected at the meeting will be Class I directors, and will serve a three-year term expiring at our 2008 annual meeting.
The text of the proposed Amendment is attached as Annex A to this proxy statement, and the text of the proposed corresponding amendment to our bylaws is attached as Annex B to this proxy statement; in each Annex deletions are indicated by strikeout and additions are indicated by brackets.
The board of directors believes that the proposed Amendment to the Restated Certificate is in the best interests of Borland and its stockholders and, therefore, recommends that stockholders vote FOR this proposal.