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DY » Topics » PROPOSAL 1

This excerpt taken from the DY DEF 14A filed Oct 26, 2006.
PROPOSAL 1
 
ELECTION OF DIRECTORS
 
The Company’s Articles of Incorporation provides that the Board of Directors shall be divided into three classes, with each director having a three year term and the number of directors in each class as equal as possible. Three director nominees have been nominated for election at the Annual Meeting. The nominees are Stephen C. Coley, Steven E. Nielsen and Jack H. Smith. Each nominee was selected by the Corporate Governance Committee and approved by the Board of Directors for submission to the Company’s shareholders. Stephen C. Coley, Steven E. Nielsen and Jack H. Smith are each currently serving terms that expire at the Annual Meeting and each has been nominated for a three-year term expiring at the fiscal year 2009 Annual Meeting of Shareholders. If any director nominees become unable to accept nomination or election, which is not anticipated, the persons acting under such proxies will vote for the election of such other person as the Board of Directors may recommend.
 
                             
                Term
        Principal Occupation
 		      Expires
        for Past Five Years
 		      At Annual
        and Directorships in
 		  Director
 		  Meeting
Nominees for Election
 
Age
 
Public Companies
 
Since
 
For
 
Stephen C. Coley
  61   Mr. Coley was a Management Consultant with McKinsey & Company, Inc. from July 1975 to January 2004. Mr. Coley is a Director Emeritus of McKinsey & Company, Inc.   2003   2009
Steven E. Nielsen
  43   Mr. Nielsen has been the President and Chief Executive Officer of the Company since March 1999; President and Chief Operating Officer from August 1996 to March 1999; and Vice President from February 1996 to August 1996. Mr. Nielsen is a director of SBA Communications Corporation.   1996   2009
Jack H. Smith
  61   Mr. Smith was a partner of Ernst & Young LLP from October 1984 to July 2005 and managing partner of the Jacksonville, Florida office from 1996 to July 2005.   2005   2009


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Table of Contents

                             
                Term
        Principal Occupation
 		      Expires
        for Past Five Years
 		      At Annual
        and Directorships in
 		  Director
 		  Meeting
Directors Whose Terms Continue Beyond the Meeting
 
Age
 
Public Companies
 
Since
 
For
 
Thomas G. Baxter
  59   Mr. Baxter has been an advisor of Churchill Ventures Ltd since July 2006. From October 2001 to January 2005 Mr. Baxter was President of Time Warner Cable, a division of Time Warner Inc. Mr. Baxter was President and Chief Executive Officer of Audible, Inc. from May 2000 to January 2001 and an operating partner of Evercore Partners, from 1998 to 2000. Mr. Baxter was a director of Dycom Industries, Inc. from January 1999 to September 2001.   2005   2007
Charles M. Brennan, III
  64   Mr. Brennan has served as Chairman of the Board of MYR Group, Inc. since March 2006. Mr. Brennan was Chairman and Chief Executive Officer of MYR Group, Inc. from 1989 to April 2000. Mr. Brennan is a director of Rogers Corporation.   2002   2007
Charles B. Coe
  58   Mr. Coe was President of BellSouth Network Services, from 1986 to 2001. Mr. Coe is a director of Internap Network Services Corporation.   2005   2008
Joseph M. Schell
  60   Mr. Schell has been Vice Chairman of Ocean Atlantic Companies since May 2006. Mr. Schell was Chairman of Global Technology Investment Banking at Merrill Lynch & Co. from February 2000 to March 2002 and an independent financial consultant from March 1999 to January 2000.   1999   2007
Tony G. Werner
  49   Mr. Werner has been Senior Vice President and Chief Technology Officer of Liberty Global, Inc. since June 2005; Senior Vice President and Chief Technology Officer, Liberty Media Corporation, from August 2001 to June 2005; Senior Vice President of Strategic Technologies at Qwest Communications from May 2001 to August 2001; President and Chief Executive Officer of Aurora Networks, Inc. from October 2000 to May 2001; and Executive Vice President and Chief Technology Officer of TCI Communications, Inc. and AT&T Broadband from July 1994 to October 2000. Mr. Werner is a director of OpenTV Corp.    2000   2008
 

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