EAT » Topics » Board Structure

This excerpt taken from the EAT DEF 14A filed Sep 15, 2009.

Board Structure

        The Board of Directors does not have classes where a director serves multi-year terms. Each director serves for a one year term and is subject to re-election by you each year. Prior to recommending a director for nomination for re-election, the Governance and Nominating Committee considers many things including:

    the quality of past director service, and attendance at Board of Directors and Committee meetings;

    whether the director continues to possess the qualities and capabilities considered necessary or desirable for director service;

    input from other members of the Board of Directors concerning the performance of that director through a peer review process; and

    the independence of the director.

        A non-employee director is expected to serve at least four one-year terms (subject to annual renomination and re-election). Presently, Messrs. Girouard, Mrkonic, Nye and Parra and Ms. Smith have served for more than four one-year terms.

        Mr. Ron Kirk resigned from the Board of Directors on March 18, 2009 following his appointment as U.S. Trade Representative. Mr. James E. Oesterreicher is leaving the Board of Directors at the end of his current term on October 28, 2009 after 15 years of service.

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This excerpt taken from the EAT DEF 14A filed Sep 11, 2008.

Board Structure

        The Board of Directors does not have classes where a director serves multi-year terms. Each director serves for a one year term and is subject to re-election by you each year. Prior to recommending a director for nomination for re-election, the Governance and Nominating Committee considers many things including:

    the quality of past director service, and attendance at Board of Directors and Committee meetings;

    whether the director continues to possess the qualities and capabilities considered necessary or desirable for director service;

    input from other members of the Board of Directors concerning the performance of that director through a peer review process; and

    the independence of the director.

A non-employee director is expected to serve at least four one-year terms (subject to annual renomination and re-election). Presently, Messrs. Girouard, Kirk, Mrkonic, Nye and Oesterreicher and Ms. Smith have served for more than four one-year terms.

This excerpt taken from the EAT DEF 14A filed Sep 10, 2007.

Board Structure

        The Board of Directors does not have classes where a director serves multi-year terms. Each director serves for a one year term and is subject to re-election by you each year. However, the Governance and Nominating Committee has divided the non-employee directors into four groups. The groups are staggered so that each year the members of one of the groups shall have served on the Board of Directors for four consecutive years. At the time a group has served four consecutive years, the members of such group are considered "Retiring Directors." Those Retiring Directors will, as determined by the Governance and Nominating Committee, either leave the Board of Directors at the end of their current term or serve an additional four year term on the Board of Directors (subject to annual re-election by you). Prior to recommending Retiring Directors for nomination for re-election, the Governance and Nominating Committee considers many things including:

    the quality of past director service, and attendance at Board of Directors and Committee meetings;

    whether the director continues to possess the qualities and capabilities considered necessary or desirable for director service;

    input from other members of the Board of Directors concerning the performance of that director; and

    the independence of the director.

        This year Mr. Mrkonic is a Retiring Director who has been renominated by the Governance and Nominating Committee. The four groups of non-employee directors are as follows:

Director Group

  Group Members
  Considered a "Retiring Director" at
the Annual Shareholder Meeting
Following the End of the
Noted Fiscal Year

One   Messrs. Girouard; Nye; and Oesterreicher   2010 fiscal year
Two   Messrs. Mims and Mrkonic   2011 fiscal year
Three   Messrs. Kirk and Parra   2008 fiscal year
Four   Ms. Smith   2009 fiscal year
This excerpt taken from the EAT DEF 14A filed Sep 8, 2006.

Board Structure

The Board of Directors does not have classes where a director serves multi-year terms. Each director serves for a one year term and is subject to re-election by you each year. However, the Governance and Nominating Committee has divided the non-employee directors into four groups. The groups are staggered so that each year the members of one of the groups shall have served on the Board of Directors for four consecutive years. At the time a group has served four consecutive years, the members of such group are considered “Retiring Directors.” Those Retiring Directors will, as determined by the Governance and Nominating Committee, either leave the Board of Directors at the end of their current term or serve an additional four year term on the Board of Directors (subject to annual re-election by you). Prior to recommending Retiring Directors for nomination for re-election, the Governance and Nominating Committee considers many things including:

·       the quality of past director service, attendance at Board of Directors and Committee meetings;

·       whether the director continues to possess the qualities and capabilities considered necessary or desirable for director service;

·       input from other members of the Board of Directors concerning the performance of that director; and

·       the independence of the director.

This year Messrs. Girouard, Nye and Oesterreicher are Retiring Directors who have been renominated by the Governance and Nominating Committee. The four groups of non-employee directors are as follows:

Director Group

 

 

 

Group Members

 

Considered a “Retiring Director” at
the Annual Shareholder Meeting
Following the End of the
Noted Fiscal Year

 

One

 

Messrs. Girouard; Nye; and Oesterreicher

 

 

2010 fiscal year

 

 

Two

 

Dr. Gates; Mr. Mrkonic

 

 

2007 fiscal year

 

 

Three

 

Messrs. Kirk and Parra

 

 

2008 fiscal year

 

 

Four

 

Ms. Smith

 

 

2009 fiscal year

 

 

 

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