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This excerpt taken from the XIDE DEF 14A filed Jul 27, 2006. SHAREHOLDER
PROPOSALS AND DIRECTOR NOMINATIONS FOR THE 2007 ANNUAL
MEETING
You may submit proposals, including director nominations, for
consideration at future shareholder meetings.
Shareholder Proposals. For a shareholder
proposal to be considered for inclusion in our proxy statement
for the annual meeting next year, our Corporate Secretary must
receive the written proposal at our principal executive offices
no later than March 30, 2007. Such proposals must also
comply with SEC regulations under
Rule 14a-8
of the Securities Exchange Act of 1934 regarding the inclusion
of shareholder proposals in company-sponsored proxy materials.
Proposals should be addressed to:
Exide Technologies
13000 Deerfield Parkway
Building 200
Alpharetta, Georgia 30004
Attn: Corporate Secretary
Fax:
(678) 566-9229
Table of Contents
For a shareholder proposal that is not intended to be included
in our proxy statement under
Rule 14a-8
of the Securities Exchange Act of 1934, the shareholder must
(1) deliver a proxy statement and form of proxy to holders
of a sufficient number of shares of our common stock to approve
the proposal, (2) provide the information required by our
Bylaws and (3) give timely notice to our Corporate
Secretary in accordance with our Bylaws, which, in general,
require that the notice be received by our Corporate Secretary:
However, if the 2007 annual meeting of shareholders is moved
more than 30 days before or more than 70 days after
August 22, 2007, then notice must be delivered by the
shareholder not earlier than the close of business on the one
hundred twentieth day prior to such annual meeting and not later
than the close of business on the later of the ninetieth day
prior to such annual meeting or the tenth day following the day
on which public announcement of the date of such meeting is
first made by our company.
Nomination of Director Candidates. You may
propose director candidates for consideration by the Board of
Directors’ Nominating and Corporate Governance Committee.
Any such recommendation should include the nominee’s name
and qualification for Board of Directors membership and should
be directed to our Corporate Secretary at the address of our
company’s principal executive offices set forth above. For
additional information regarding shareholder recommendations of
director candidates, see “Governance of the
Company — Nomination of Directors —
Shareholder Recommendations and Nominees.”
In addition, our bylaws permit shareholders to nominate
directors for election at an annual meeting of shareholders. To
nominate a director, the shareholder must provide the
information required by our Bylaws. In addition, the shareholder
must give timely notice to our Corporate Secretary in accordance
with our Bylaws, which, in general, require that the notice be
received by our Corporate Secretary within the time period
described above under “Shareholder Proposals” for
shareholder proposals that are not intended to be included in
our proxy statement.
Copy of Bylaw Provisions. You may contact our
Corporate Secretary at its’ principal executive offices for
a copy of the relevant provisions of the Company’s Bylaws
regarding the requirements for making shareholder proposals and
nominating director candidates.
The Board of Directors does not provide a process for
stockholders to send other communications to the Board because
it believes that the process available under applicable federal
securities laws for stockholders to submit proposals for
consideration at the annual meeting is adequate.
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