CCO » Topics » TABLE OF CONTENTS

This excerpt taken from the CCO DEF 14A filed Apr 30, 2009.

TABLE OF CONTENTS

 

QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETING

   1

THE BOARD OF DIRECTORS

   3

Composition of the Board Of Directors

   3

Board Meetings

   4

Stockholder Meeting Attendance

   4

Independence of Directors

   4

Committees of the Board

   6

Director Nominating Procedures

   7

Stockholder and Interested Party Communication with the Board

   8

PROPOSAL 1: ELECTION OF DIRECTORS

   8

Nominees for Director for Terms Expiring 2012

   8

Directors Whose Terms will Expire in 2010

   9

Directors Whose Terms will Expire in 2011

   9

CODE OF BUSINESS CONDUCT AND ETHICS

   10

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

   10

Equity Compensation Plans

   12

COMPENSATION COMMITTEE REPORT

   12

COMPENSATION DISCUSSION AND ANALYSIS

   12

Overview and Objectives of our Compensation Program

   12

Chief Executive Officer and Chief Financial Officer Compensation

   13

Compensation Practices

   13

Elements of Compensation

   15

Tax and Accounting Treatment

   24

Summary Compensation

   25

Grants of Plan-Based Awards

   27

Outstanding Equity Awards at Fiscal Year End

   28

Option Exercises and Stock Vested

   29

Pension Benefits

   30

Nonqualified Deferred Compensation Plans

   31

Director Compensation

   32

Potential Post-Employment Payments

   33

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

   36

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

   36

TRANSACTIONS WITH RELATED PERSONS

   36

AUDIT COMMITTEE REPORT

   44

AUDITOR FEES

   46

STOCKHOLDER PROPOSALS FOR THE 2010 ANNUAL MEETING

   46

ADVANCE NOTICE PROCEDURES

   47

OTHER MATTERS

   47

NYSE MATTERS

   47

GENERAL

   47

APPENDIX A – FINANCIAL STATEMENTS, FOOTNOTES AND OTHER DATA

   A-1


Table of Contents
This excerpt taken from the CCO DEF 14A filed Apr 7, 2008.

TABLE OF CONTENTS

 

QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETING

   1

THE BOARD OF DIRECTORS

   3

Composition of the Board Of Directors

   3

Board Meetings

   4

Stockholder Meeting Attendance

   4

Independence of Directors

   4

Committees of the Board

   6

Director Nominating Procedures

   7

Stockholder and Interested Party Communication with the Board

   7

PROPOSAL 1: ELECTION OF DIRECTORS

   7

Nominees for Director for Terms Expiring 2011

   8

Directors Whose Terms will Expire in 2009

   8

Directors Whose Terms will Expire in 2010

   8

CODE OF BUSINESS CONDUCT AND ETHICS

   9

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

   9

Equity Compensation Plans

   10

COMPENSATION COMMITTEE REPORT

   11

EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS

   11

Overview and Objectives of our Compensation Program

   11

Compensation Practices

   12

Elements of Compensation

   13

Roles and Responsibilities

   20

Summary Compensation

   21

Grants of Plan-Based Awards

   22

Outstanding Equity Awards at Fiscal Year End

   23

Option Exercises and Stock Vested

   24

Pension Benefits

   24

Director Compensation

   25

Potential Post-Employment Payments

   25

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

   26

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

   27

TRANSACTIONS WITH RELATED PERSONS

   27

AUDIT COMMITTEE REPORT

   34

AUDITOR FEES

   36

STOCKHOLDER PROPOSALS FOR THE 2009 ANNUAL MEETING

   37

ADVANCE NOTICE PROCEDURES

   37

OTHER MATTERS

   37

NYSE MATTERS

   37

GENERAL

   37

APPENDIX A – FINANCIAL STATEMENTS, FOOTNOTES AND OTHER DATA

   A-1


Table of Contents
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