GVHR » Topics » PROPOSALS OF SHAREHOLDERS FOR 2008 ANNUAL MEETING

This excerpt taken from the GVHR DEF 14A filed Apr 12, 2007.
PROPOSALS OF SHAREHOLDERS FOR 2008 ANNUAL MEETING
 
The proxy rules of the SEC permit our shareholders, after notice to us, to present proposals for shareholder action in our proxy statement if the proposals are consistent with applicable law, pertain to matters appropriate for shareholder action, and are not properly omitted by our action in accordance with the proxy rules. If you wish to provide a proposal to be included in our proxy statement and form of proxy relating to our 2008 annual meeting of shareholders, you must provide a written copy of your proposal to us at our principal offices c/o Edwin E. Hightower, Jr., Corporate Secretary and General Counsel, Gevity HR, Inc., 9000 Town Center Parkway, Bradenton, Florida 34202, no later than December 25, 2007. We encourage any shareholder interested in submitting a proposal to contact our corporate secretary in advance of the deadline to discuss the proposal, and shareholders may wish to consult with knowledgeable counsel with regard to the detailed requirements of the SEC’s proxy rules. Submitting a proposal does not guarantee that we will include it in the 2008 proxy statement.
 
Under our third amended and restated bylaws, and as permitted by SEC rules, shareholders who wish to submit a proposal or nominate a person as a candidate for election to our board of directors at an annual meeting must follow certain procedures. These procedures require that timely, written notice of such proposal or nomination be received by our secretary at our principal executive offices not less than 90 days nor more than 120 days prior to the first anniversary of the date on which we mailed our proxy materials for the preceding year’s annual meeting. In addition, our bylaws require that the shareholder’s notice set forth the following information:
 
  •  with respect to each matter the shareholder proposes to bring before the meeting, a brief description of the business to be brought before the meeting and the reasons for conducting the business at the meeting;
 
  •  with respect to each person for whom a shareholder proposes to nominate for election or re-election as a director, all information relating to such person (including such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected) that is required under applicable SEC rules;


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  •  the name and address, as they appear on our records, of the shareholder proposing the new business or nominating the person for election or re-election as a director, and the name and address of the beneficial owner, if any, on whose behalf the proposal or nomination is made;
 
  •  the number of shares of our common stock that are owned beneficially and of record by such shareholder of record and by the beneficial owner, if any, on whose behalf the proposal or nomination is made; and
 
  •  any material interest or relationship that such shareholder of record and/or the beneficial owner, if any, on whose behalf the proposal or nomination is made may respectively have in such business or with such nominee.
 
At the request of our board, any person so nominated for election as a director will be required to furnish to our corporate secretary the information required to be set forth in a shareholder’s notice of nomination which pertains to the nominee. The chairman of the annual meeting may, if warranted, determine that business was not properly brought before the meeting, or that a nomination was not made, according to the procedures of our bylaws, in which case, those matters will not be acted upon at the meeting. In addition, our nominating/corporate governance committee will consider candidates proposed by shareholders and make recommendations to our board using the same criteria as for other candidates as described herein under “Committees of Our Board — Nominating/Corporate Governance Committee.”
 
The preceding description of the procedures required by our third amended and restated bylaws is only a summary. We refer any shareholders who wish to submit a proposal or nominate a person as a candidate for election to our board of directors at an annual meeting to our bylaws for the full requirements. A copy of our bylaws is posted in the “About Gevity — Corporate Governance” section of our website, gevity.com.
 
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