This excerpt taken from the EW DEF 14A filed Apr 1, 2005.
Deadline for Receipt of Stockholder Proposals for the 2006 Annual Meeting
In order for a stockholder proposal to be eligible for inclusion in the Company's Proxy Statement for the 2006 Annual Meeting of Stockholders, the written proposal must be received by the Secretary of the Company at the Company's offices no later than December 8, 2005. The proposal must comply with the requirements of the proxy rules established by the Securities and Exchange Commission (the "SEC").
If a stockholder intends to nominate a person for election as a director at the 2006 Annual Meeting of Stockholders or submit a proposal for consideration at the 2006 Annual Meeting of Stockholders, without regard to whether the nomination or proposal is eligible for inclusion in the Company's Proxy Statement, the deadline for submitting the nomination or proposal depends on the date of the 2006 Annual Meeting. If the date of the 2006 Annual Meeting is within 30 days of the anniversary date of the 2005 Annual Meeting of Stockholders, then the stockholder nomination or proposal must be submitted in writing and received by the Secretary of the Company no earlier than February 1, 2006 and no later than February 26, 2006. If, however, the date of the 2006 Annual Meeting is more than 30 days before or after May 12, 2006, then the stockholder nomination or proposal must be submitted in writing and received by the Secretary of the Company not later than the close of business on the 10th day following the day on which the notice of the date of the 2006 Annual Meeting is mailed or public disclosure of the date of the 2006 Annual Meeting is made, whichever occurs first. The Company's bylaws require that a stockholder must provide specified information concerning the nominee or proposal, as applicable, and information regarding the stockholder's
ownership of the Company's common stock. Nominations and proposals not meeting the requirements set forth in the Company's bylaws will not be entertained at the 2006 Annual Meeting. Stockholders should contact the Secretary of the Company in writing at One Edwards Way, Irvine, California 92614 to obtain additional information as to the proper form and content of stockholder nominations or proposals. The Company did not receive any stockholder nominations or proposals for consideration at the 2005 Annual Meeting.
The business of the Company is managed under the direction of the Board of Directors. The Board of Directors is presently comprised of seven directors, divided into three classes. Six of the seven directors have been determined to be independent under the rules of the New York Stock Exchange (the "NYSE"). Please see the section titled "Director Independence" below for more information.
Mr. John T. Cardis is currently a member of the Board of Directors as a Class II director, having been appointed to that class in June 2004. The Company's bylaws provide that any director appointed to fill a vacancy shall hold office until the expiration of the term of the class of directors to which he was appointed, which in this case occurs at the 2005 Annual Meeting. Mr. Cardis was initially identified to the Compensation and Governance Committee by a member of the Audit and Public Policy Committee. Following that recommendation, the Compensation and Governance Committee then engaged a search firm to evaluate and recruit Mr. Cardis.