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This excerpt taken from the DVN DEF 14A filed Apr 24, 2009. AGENDA
ITEM 1. ELECTION OF DIRECTORS
Pursuant to provisions of our Restated Certificate of
Incorporation, as amended, and Bylaws, the Board of Directors
shall consist of not less than three nor more than
20 Directors. Currently, the Board is comprised of nine
Directors. Our Restated Certificate of Incorporation and Bylaws
provide for three classes of Directors. These three classes of
Directors currently serve staggered three-year terms, with
Class I having two Directors, Class II having four
Directors and Class III having three Directors. Effective
with the 2011 Annual Meeting, Directors shall be elected
annually. The four nominees for Director in Class II, to be
elected at this Annual Meeting of Stockholders, will be elected
to serve a two-year term. Directors in Class I, to be
elected at the 2010 Annual Meeting, will be elected to serve a
one-year term. All Directors to be elected at the 2011 Annual
Meeting, and thereafter, will be elected for a one-year term.
The Board of Directors has nominated for re-election incumbent
Directors in Class II, Robert L. Howard, Michael M.
Kanovsky, J. Todd Mitchell and J. Larry Nichols, whose terms
expire at the Annual Meeting. Effective March 11, 2009,
David A. Hager resigned from his position as a Class III
Director to become an officer of the Company. The terms of each
Director nominee will expire at the Annual Meeting in the year
2011. Nominees will serve until their successors are elected and
qualified.
The Board of
Directors recommends a vote FOR each of the nominees
for election to the Board of Directors.
It is the intention of the persons named in the proxy to vote
proxies FOR the election of the four nominees
unless they are instructed otherwise. In the event that any of
the nominees should fail to stand for election, the persons
named in the proxy intend to vote for substitute nominees
designated by the Board of Directors, unless the Board of
Directors reduces the number of Directors to be elected. Proxies
cannot be voted for a greater number of persons than the number
of nominees named.
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Commitment Runs Deep
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Commitment Runs Deep
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