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This excerpt taken from the DKS DEF 14A filed Apr 20, 2009. How does
the Board select nominees for the Board?
Our Governance and Nominating Committee will consider candidates
for Board membership suggested by its members and other Board
members and management, and will, if warranted, utilize a
third-party search firm to assist in finding prospective
candidates. This Committee will consider director candidates
from stockholders for election at the 2010 annual meeting if
such nominees are submitted in accordance with the procedures
set forth in “Additional Information — Advance
Notice Procedures” on page 47 of this proxy
statement.
Our Governance and Nominating Committee, at the direction of the
Committee Chair, makes an initial determination as to whether to
conduct a full evaluation of a prospective candidate. This
initial determination is based on whatever information is
provided to the Governance and Nominating Committee with the
recommendation of the prospective candidate, as well as the
Governance and Nominating Committee’s own knowledge of the
prospective candidate, which may be supplemented by inquiries to
the person making the recommendation or others. The preliminary
determination is based primarily on the need for additional
Board members to fill vacancies
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or to expand the size of the Board, and the likelihood that the
prospective nominee can satisfy the evaluation factors described
below. If the Governance and Nominating Committee determines, in
consultation with the other Board members as appropriate, that
additional consideration is warranted, it may request that
additional information about the prospective nominee’s
background and experience be gathered and a report be prepared
for the Governance and Nominating Committee, and may utilize a
third-party search firm to assist in such evaluation. The
Governance and Nominating Committee then would evaluate the
prospective nominee against the standards and qualifications set
out in the Company’s Corporate Governance Guidelines,
including independence, integrity, experience, sound judgment in
areas relevant to the Company’s businesses and willingness
to commit sufficient time to the Board, all in the context of an
assessment of the perceived needs of the Board at that point in
time. The Governance and Nominating Committee will also measure
candidates against the criteria it sets, including skills and
attributes that reflect the values of the Company. Our
Governance and Nominating Committee is also responsible for
reviewing with the Board, on an annual basis, the criteria it
believes appropriate for Board membership.
Our Governance and Nominating Committee will also consider such
other relevant factors as it deems appropriate, including the
current composition of the Board, the balance of management and
independent directors, the need for Audit Committee expertise
and the evaluations of other prospective nominees. Depending on
the needs of the Company at the time, the prospective nominees
and such other factors as the Committee deems in its business
judgment to be relevant, the Governance and Nominating Committee
will take such other steps as are necessary to evaluate the
prospective nominee, including, if warranted, one or more
Governance and Nominating Committee members or members of the
Board interviewing the prospective nominee. After completing
this evaluation and other steps of the process, the Governance
and Nominating Committee would make a recommendation to the full
Board of Directors as to the persons who should be nominated by
the Board, and the Board determines the nominees after
considering the recommendation and report of the Governance and
Nominating Committee.
In 2008, our Governance and Nominating Committee determined,
given the continued growth of the Company, that expanding the
size of the Board by one (1) additional member was
advisable. Our Governance and Nominating Committee utilized a
third-party search firm, Crist Kolder Associates, to assist the
Governance and Nominating Committee in finding a candidate for
nomination to our Board who possessed the qualities that the
Governance and Nominating Committee and the Board desires in
members, which includes experience and sound judgment in areas
relevant to our business, independence and integrity. The search
firm helped to identify, evaluate and assist in building the
recommendation for Ms. Smith as a candidate. Ms. Smith
was interviewed by Mr. Schorr as Chairman of the Governance
and Nominating Committee, as well as by Messrs. Stack,
Rossi, and Chirico, and was determined to be an outstanding
candidate who possessed the qualities desired by the Governance
and Nominating Committee for inclusion on our Board, and as such
was recommended to the Board for nomination and elected in March
2009. Ms. Smith was determined not to have any affiliations
or conflicts of interest which would impact her ability to
exercise independent business judgment as a member of our Board.
This excerpt taken from the DKS DEF 14A filed May 7, 2008. How does
the Board select nominees for the Board?
Our Governance and Nominating Committee will consider candidates
for Board membership suggested by its members and other Board
members and management, and will, if warranted, utilize a third
party search firm to assist in finding prospective candidates.
This Committee will consider director candidates from
stockholders for election at the 2009 annual meeting if such
nominees are submitted in accordance with the procedures set
forth in “Additional Information — Advance
Notice Procedures” on page 48 of this proxy
statement.
Our Governance and Nominating Committee, at the direction of the
Committee Chair, makes an initial determination as to whether to
conduct a full evaluation of a prospective candidate. This
initial determination is based on whatever information is
provided to the Committee with the recommendation of the
prospective candidate, as well as the Committee’s own
knowledge of the prospective candidate, which may be
supplemented by inquiries to the person making the
recommendation or others. The preliminary determination is based
primarily on the need for additional Board members to fill
vacancies or to expand the size of the Board, and the likelihood
that the prospective nominee can satisfy the evaluation factors
described below. If the Committee determines, in consultation
with the other Board members as appropriate, that additional
consideration is warranted, it may request that additional
information about the prospective nominee’s background and
experience be gathered and a report be prepared for the
Committee, and may utilize a third-party search firm to assist
in such evaluation. The Committee then would evaluate the
prospective nominee against the standards and qualifications set
out in the Company’s Corporate Governance Guidelines,
including independence, integrity, experience, sound judgment in
areas relevant to the Company’s businesses and willingness
to commit sufficient time to the Board, all in the context of an
assessment of the perceived needs of the Board at that point in
time. The Committee will also measure candidates against the
criteria it sets, including skills and attributes that reflect
the values of the Company. Our Governance and Nominating
Committee will also be responsible for reviewing with the Board,
on an annual basis, the criteria it believes appropriate for
Board membership.
Our Governance and Nominating Committee will also consider such
other relevant factors as it deems appropriate, including the
current composition of the Board, the balance of management and
independent directors, the need for Audit Committee expertise
and the evaluations of other prospective nominees. Depending on
the needs of the Company at the time, the prospective nominees
and such other factors as the Committee deems in its business
judgment to be relevant, the Committee will take such other
steps as are necessary to evaluate the prospective nominee,
including, if warranted, one or more Committee members
interviewing the prospective nominee. After
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completing this evaluation and other steps of the process, the
Committee would make a recommendation to the full Board of
Directors as to the persons who should be nominated by the
Board, and the Board determines the nominees after considering
the recommendation and report of the Committee.
This excerpt taken from the DKS DEF 14A filed May 3, 2007. How does
the Board select nominees for the Board?
Our Governance and Nominating Committee will consider candidates
for Board membership suggested by its members and other Board
members and management. This Committee will consider director
candidates from stockholders for election at the 2008 annual
meeting if such nominees are submitted in accordance with the
procedures set forth in “Additional
Information — Advance Notice Procedures” on
page 40 of this proxy statement.
Our Governance and Nominating Committee, at the direction of the
Committee Chair, makes an initial determination as to whether to
conduct a full evaluation of a prospective candidate. This
initial determination is based on whatever information is
provided to the Committee with the recommendation of the
prospective candidate, as well as the Committee’s own
knowledge of the prospective candidate, which may be
supplemented by inquiries to the person making the
recommendation or others. The preliminary determination is based
primarily on the need for additional Board members to fill
vacancies or to expand the size of the Board and the likelihood
that the prospective nominee can satisfy the evaluation factors
described below. If the Committee determines, in consultation
with the other Board members as appropriate, that additional
consideration is warranted, it may request that additional
information about the prospective nominee’s background and
experience be gathered and a report be prepared for the
Committee, and may utilize a third party search firm to assist
in such evaluation. The Committee then would evaluate the
prospective nominee against the standards and qualifications set
out in the Company’s Corporate Governance Guidelines,
including independence, integrity, experience, sound judgment in
areas relevant to the Company’s businesses and willingness
to commit sufficient time to the Board, all in the context of an
assessment of the perceived needs of the Board at that point in
time. The Committee will also measure candidates against the
criteria it sets, including skills and attributes that reflect
the values of the Company. Our Governance and Nominating
Committee will also be responsible for reviewing with the Board,
on an annual basis, the criteria it believes appropriate for
Board membership.
Our Governance and Nominating Committee will also consider such
other relevant factors as it deems appropriate, including the
current composition of the Board, the balance of management and
independent directors, the need for Audit Committee expertise
and the evaluations of other prospective nominees. Depending on
the needs of the Company at the time, the prospective nominees
and such other factors as the Committee deems in its business
judgment to be relevant, the Committee will take such other
steps as are necessary to evaluate the prospective nominee,
including, if warranted, one or more Committee members
interviewing the prospective nominee. After completing this
evaluation and other steps of the process the Committee would
make a recommendation to the full Board as to the persons who
should be nominated by the Board, and the Board determines the
nominees after considering the recommendation and report of the
Committee.
Our Governance and Nominating Committee determined, given the
growth of the Company in recent years, that expanding the size
of the Board by two (2) members was advisable. Our
Governance and Nominating Committee utilized a third party
search firm, to assist the Committee in finding candidates for
nomination to our Board who possessed the qualities that the
Committee and the Board desires in members, which includes
experience and sound judgment in areas relevant to our business,
independence and integrity. The search firm helped to
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identify, evaluate and assist in building the recommendations
for Messrs. Dunn and Stone as candidates. Both
Mr. Dunn and Mr. Stone were interviewed by members of
the Governance and Nominating Committee, and were determined to
be outstanding candidates who possessed the qualities desired by
the Committee for inclusion on our Board, and as such were
recommended to the Board for nomination. Both were determined
not to have any affiliations or conflicts if interest which
would impact their ability to exercise independent business
judgment as members of our Board.
This excerpt taken from the DKS DEF 14A filed Apr 24, 2006. How does the Board select nominees for the
Board?
The Governance and Nominating Committee will consider candidates for Board membership suggested by its members and other Board members and management. This committee will consider Director candidates from stockholders for election at the 2007 annual meeting if such nominees are submitted in accordance with the procedures set forth in “Additional Information — Advanced Notice Procedures.” The Governance and Nominating Committee, at the direction of the Committee Chair, makes an initial determination as to whether to conduct a full evaluation of a prospective candidate. This initial determination is based on whatever information is provided to the Committee with the recommendation of the prospective candidate, as well as the Committee’s own knowledge of the prospective candidate, which may be supplemented by inquiries to the person making the recommendation or others. The preliminary determination is based primarily on the need for additional Board members to fill vacancies or to expand the size of the Board and the likelihood that the prospective nominee can satisfy the evaluation factors described below. If the Committee determines, in consultation with the other Board members as appropriate, that additional consideration is warranted, it may request that additional information about the prospective nominee’s background and experience be gathered and a report be prepared for the Committee. The Committee then would evaluate the prospective nominee against the standards and qualifications set out in the Company’s Corporate Governance Guidelines, including independence, integrity, experience, sound judgment in areas relevant to the Company’s businesses and willingness to commit sufficient time to the Board, all in the context of an assessment of the perceived needs of the Board at that point in time. The Committee will also measure candidates against the criteria it sets, including skills and attributes that reflect the values of the Company. The Governance and Nominating Committee will also be responsible for reviewing with the Board, on an annual basis, the criteria it believes appropriate for Board membership. The Committee will also consider such other relevant factors as it deems appropriate, including the current composition of the Board, the balance of management and independent directors, the need for Audit Committee expertise and the evaluations of other prospective nominees. Depending on the needs of the Company at the time, the prospective nominees and such other factors as the Committee deems in its business judgment to be relevant, the Committee will take such other steps as are necessary to evaluate the prospective nominee, including, if 10
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warranted, one or more of the members of the
Committee interviewing the prospective nominee. After completing
this evaluation and other steps of the process the Committee
would make a recommendation to the full Board as to the persons
who should be nominated by the Board, and the Board determines
the nominees after considering the recommendation and report of
the Committee.
This excerpt taken from the DKS DEF 14A filed Apr 25, 2005. How does the Board select nominees for the
Board?
The Governance and Nominating Committee will consider candidates for Board membership suggested by its members and other Board members and management. This committee will consider Director candidates from stockholders for election at the 2006 annual meeting if such nominees are submitted in accordance with the procedures set forth in “Additional Information — Advanced Notice Procedures.” The Governance and Nominating Committee, at the direction of the Committee Chair, makes an initial determination as to whether to conduct a full evaluation of a prospective candidate. This initial determination is based on whatever information is provided to the Committee with the recommendation of the prospective candidate, as well as the Committee’s own knowledge of the prospective candidate, which may be supplemented by inquiries to the person making the recommendation or others. The preliminary determination is based primarily on the need for additional Board members to fill vacancies or expand the size of the Board and the likelihood that the prospective nominee can satisfy the evaluation factors described below. If the Committee determines, in consultation with the other Board members as appropriate, that additional consideration is warranted, it may request that additional information about the prospective nominee’s background and experience be gathered and a report be prepared for the Committee. The Committee then would evaluate the prospective nominee against the standards and qualifications set out in the Company’s Corporate Governance Guidelines, including, independence, integrity, experience, sound judgment in areas relevant to the Company’s businesses and willingness to commit sufficient time to the Board, all in the context of an assessment of the perceived needs of the Board at that point in time. The Committee will also measure candidates against the criteria it sets, including skills and attributes that reflect the values of the Company. The Governance and Nominating Committee will also be responsible for reviewing with the Board, on an annual basis, the criteria it believes appropriate for Board membership. The Committee will also consider such other relevant factors as it deems appropriate, including the current composition of the Board, the balance of management and independent directors, the need for Audit Committee expertise and the evaluations of other prospective nominees. Depending on the needs of the Company at the time, the prospective nominees and such other factors as the Committee deems in its business judgment to be relevant, the Committee will take such other steps as are necessary to evaluate the prospective nominee, including, if warranted, one or more of the members of the Committee interviewing the prospective nominee. After completing this evaluation and other steps of the process the Committee would make a recommendation to the full Board as to the persons who should be nominated by the Board, and the Board determines the nominees after considering the recommendation and report of the Committee.
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