CVH » Topics » ELECTION OF DIRECTORS

This excerpt taken from the CVH DEF 14A filed Apr 10, 2009.
ELECTION OF DIRECTORS
 
The Company’s Bylaws provide that the Company’s Board shall consist of not less than three directors and may increase to such other number of directors as shall be determined by the Board from time to time. The Company’s Certificate of Incorporation provides that the directors shall be divided into three classes as nearly equal in number as possible. There are currently ten persons serving on the Board: three in Class I, three in Class II and four in Class III. At each annual meeting, directors of the class whose term of office expires in that year are elected for a three-year term. The Class III Directors’ terms of office expire in 2009.
 
The Board believes that eight (8) to twelve (12) directors is currently the optimal range to permit diversity of experience without hindering effective discussion of issues or diminishing individual accountability. Pursuant to the Company’s Certificate of Incorporation and the Company’s Bylaws, the number of directors is set by the affirmative vote of a majority of the full Board.
 
The nominees designated for election as Class III Directors at the 2009 Annual Meeting will, if elected, each serve three-year terms expiring at the annual meeting of stockholders in 2012. All of the nominees consented to being nominated and to serve if so elected. John H. Austin, M.D., a Class III director, will retire from the Board effective as of the adjournment of the Board meeting to be held the day before the 2009 Annual Meeting. Upon Dr. Austin’s retirement, the Board intends to reduce the size of the Board from ten to nine directors. However, the Nominating and Corporate Governance Committee is undertaking a search for a replacement director and the Board intends to increase the size back to ten directors when a replacement director is identified.
 
The persons named in the proxy card that accompanies this proxy statement intend to vote the shares represented by such proxy “for” the election of the nominees named herein, unless contrary instructions are received. If any of the nominees named below should be unable to accept nomination or election as a director at the 2009 Annual Meeting, an event which the Board does not anticipate, the persons named in the proxy may vote for such other person or persons as may be designated by the Board.
 
The following table provides information about the persons nominated to serve as Class III Directors, as well as the persons serving as Class I and Class II Directors whose terms continue until the 2010 or 2011 annual meeting of stockholders, respectively:
 
This excerpt taken from the CVH DEF 14A filed Apr 4, 2008.
ELECTION OF DIRECTORS
 
The Company’s bylaws provide that the Company’s Board shall consist of not less than three directors and may increase to such other number of directors as shall be determined by the Board from time to time. The Company’s Certificate of Incorporation provides that the directors shall be divided into three classes as nearly equal in numbers as possible. There are currently eleven persons serving on the Board: three in Class I, four in Class II and four in Class III. At each annual meeting, directors of the class whose term of office expires in that year are elected for a three-year term. The Class II Directors’ terms of office expire in 2008. One of the Class II Directors, Dr. Emerson D. Farley, Jr., has reached retirement age for Board service and is not eligible for re-nomination per the Board’s Corporate Governance Guidelines.
 
The Board believes that eight (8) to twelve (12) directors is currently the optimal range to permit diversity of experience without hindering effective discussion of issues or diminishing individual accountability. Pursuant to the Company’s Certificate of Incorporation and the Company’s Bylaws, the number of directors is set by the affirmative vote of a majority of the full Board. The Nominating/Corporate Governance Committee intends to provide its recommendation to the full Board that the size of the Board be reduced from eleven (11) seats to ten (10) seats following the 2008 Annual Meeting (after Dr. Farley’s retirement). The Board anticipates that it will approve the reduction in Board seats as recommended by the Nominating/Corporate Governance Committee. Upon completion of the 2008 Annual Meeting (after Dr. Farley’s retirement), the Board intends to reduce the size of the Board from eleven (11) seats to ten (10) seats.
 
The nominees designated for election as Class II Directors at the 2008 Annual Meeting will, if elected, each serve three-year terms expiring at the annual meeting of stockholders in 2011. All of the nominees have consented to being nominated and to serve if so elected.
 
The persons named in the enclosed proxy intend to vote the shares represented by such proxy For the election of the nominees named herein, unless contrary instructions are received. If any of the nominees named below should be unable to accept nomination or election as a director at the 2008 Annual Meeting, an event which the Board of Directors does not anticipate, the proxy will be voted with discretionary authority for a substitute nominee or substitute nominees as shall be designated by the current Board and for the remaining nominee(s), if any, named below.
 
The following table provides information about the persons nominated to serve as Class II Directors and the persons serving as Class I and Class III Directors whose terms continue until the 2009 or 2010 annual meeting of stockholders:
 
This excerpt taken from the CVH DEF 14A filed Apr 20, 2007.
ELECTION OF DIRECTORS
 
The Company’s bylaws provide that the Company’s Board shall consist of not less than three directors and may increase to such other number of directors as shall be determined by the Board from time to time. The Company’s Certificate of Incorporation provides that the directors shall be divided into three classes as nearly equal in numbers as possible. There are currently twelve persons serving on the Board: four in Class I, four in Class II and four in Class III. At each annual meeting, directors of the class whose term of office expires in that year are elected for a three-year term. The Class I Directors’ terms of office expire in 2007. One of the Class I Directors, Mr. Robert W. Morey, has reached retirement age for Board service and is not eligible for re-nomination per the Board’s Corporate Governance Guidelines.
 
The Board believes that eight (8) to twelve (12) directors is currently the optimal range to permit diversity of experience without hindering effective discussion of issues or diminishing individual accountability. Pursuant to the Company’s Certificate of Incorporation and the Company’s Bylaws, the number of directors is set by the affirmative vote of a majority of the full Board. The Nominating/Corporate Governance Committee intends to provide its recommendation to the full Board that the size of the Board be reduced from twelve (12) seats to eleven (11) seats following the 2007 Annual Meeting (after Mr. Morey’s retirement). The Board anticipates that it will approve the reduction in Board seats as recommended by the Nominating/Corporate Governance Committee. Upon completion of the 2007 Annual Meeting (after Mr. Morey’s retirement), the Board intends to reduce the size of the Board from twelve (12) to eleven (11).
 
The nominees designated for election as Class I Directors at the 2007 Annual Meeting will, if elected, each serve three-year terms expiring at the annual meeting of stockholders in 2010. All of the nominees have consented to being nominated and to serve if so elected.
 
The persons named in the enclosed proxy intend to vote the shares represented by such proxy For the election of the nominees named herein, unless contrary instructions are received. If any of the nominees named below should be unable to accept nomination or election as a director at the 2007 Annual Meeting, an event which the Board of Directors does not anticipate, the proxy will be voted with discretionary authority for a substitute nominee or substitute nominees as shall be designated by the current Board and for the remaining nominee(s), if any, named below.
 
The following table provides information about the persons nominated to serve as Class I Directors and the persons serving as Class II and Class III Directors whose terms continue until the 2008 or 2009 annual meeting of stockholders:
 
This excerpt taken from the CVH DEF 14A filed Apr 24, 2006.
ELECTION OF DIRECTORS
 
The Company’s bylaws provide that the Company’s Board of Directors shall consist of not less than three directors and may increase to such other number of directors as shall be determined by the Board of Directors from time to time. The Company’s Certificate of Incorporation provides that the directors shall be divided into three classes as nearly equal in numbers as possible. There are currently twelve persons serving on the Board of Directors: four in Class I, four in Class II and four in Class III. At each annual meeting, directors of the class whose term of office expires in that year are elected for a three-year term. The Class III Directors’ terms of office expire in 2006.
 
The nominees designated for election as Class III Directors at the 2006 Annual Meeting will, if elected, each serve three-year terms expiring at the annual meeting of shareholders in 2009. All of the nominees have consented to being nominated and to serve if so elected. Mr. Daniel N. Mendelson is a new nominee who has not previously been elected by the shareholders as a director of the Company. The Nominating/Corporate Governance Committee, following a search for a new director with experience with government health care programs, recommended to the Board of Directors that the number of directors be increased to twelve, that Mr. Mendelson fill the vacancy created thereby, and that he also be nominated to stand for election as a Class III Director at the 2006 Annual Meeting. The Board of Directors agreed unanimously and increased the size of the Board to twelve, elected Mr. Mendelson as a Class III Director of the Board, effective May 19, 2005, and nominated Mr. Mendelson to stand for election at the 2006 Annual Meeting.
 
The persons named in the enclosed proxy intend to vote the shares represented by such proxy For the election of the nominees named herein, unless contrary instructions are received. If any of the nominees named below should be unable to accept nomination or election as a director at the 2006 Annual Meeting, an event which the Board of Directors does not anticipate, the proxy will be voted with discretionary authority for a substitute nominee or substitute nominees as shall be designated by the current Board of Directors and for the remaining nominee(s), if any, named below.
 
The following table provides information about the persons nominated to serve as Class III Directors and the persons serving as Class I and Class II Directors whose terms continue until 2007 or 2008, respectively:
 
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