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HNT » Topics » RECOMMENDATIONS BY STOCKHOLDERS, NOMINATIONS OF DIRECTOR CANDIDATES BY STOCKHOLDERS AND STOCKHOLDER PROPOSALS

This excerpt taken from the HNT DEF 14A filed Apr 17, 2006.

RECOMMENDATIONS BY STOCKHOLDERS, NOMINATIONS OF DIRECTOR CANDIDATES BY STOCKHOLDERS AND STOCKHOLDER PROPOSALS

 

Stockholder Recommendations of Director Candidates.    To have a director candidate considered by the Governance Committee for inclusion on the slate of nominees, a stockholder must submit the recommendation in writing and must include the following information:

 

  •   the name and record address of the stockholder;

 

  •   evidence of number of shares of the Company’s Common Stock which are owned beneficially or of record by the stockholder and the length of time owned;

 

  •   the name of the candidate, the candidate’s resume or a listing of his or her qualifications to be a director of the Company; and

 

  •   the candidate’s signed consent to be named as a director if selected by the Governance Committee and nominated by the Board of Directors.

 

The stockholder’s recommendation and information described above must be sent to the Company’s Secretary at 21650 Oxnard Street, Woodland Hills, California 91367 and received by the Secretary not less than 120 days prior to the anniversary date of the Company’s most recent annual meeting of stockholders.

 

Stockholder Nominations of Director Candidates.    The Company expects to hold its 2007 Annual Meeting of Stockholders in May 2007, although the Company may determine to hold the meeting at another time. Nominations of director candidates by stockholders must be in proper written form and otherwise comply with the notice procedures set forth in the Company’s bylaws. To be timely, a stockholder’s nomination must be delivered to or mailed and received by the Company’s Secretary at 21650 Oxnard Street, Woodland Hills, California 91367 no earlier than January 11, 2007 or later than February 10, 2007, provided that, in the event that the 2007 Annual Meeting of Stockholders is called for a date that is earlier than April 16, 2007 or later than June 5, 2007, the stockholder’s director nomination, to be timely, must be received not later than the close of business on the tenth day following the day on which the Company’s notice of the date of the 2007 Annual Meeting of Stockholders was mailed or public disclosure was made, whichever first occurs.

 

Stockholder Proposals.    Any stockholder that wishes to submit a written proposal for consideration at the Company’s 2007 Annual Meeting of Stockholders should address such proposal to the Company’s Secretary at 21650 Oxnard Street, Woodland Hills, California 91367. To be in proper written form, a stockholder written proposal must set forth as to each matter the stockholder proposes to bring before the 2007 Annual Meeting of Stockholders:

 

  •   the name and record address of the stockholder;

 

  •   the class or series and number of shares of stock of the Company which are owned beneficially or of record by the stockholder;

 

  •   a brief description of the business desired to be brought before the 2007 Annual Meeting of Stockholders and the reasons for conducting such business at the 2007 Annual Meeting of Stockholders;

 

  •   a description of all arrangements or understandings between the stockholder and any other person or persons (including their names) in connection with the proposal of such business by the Stockholder and any material interest of the Stockholder in such business; and

 

  •   a representation that the stockholder intends to appear in person or by proxy at the 2007 Annual Meeting to bring such business before the meeting.

 

In order to be included in proxy materials for the Company’s 2007 Annual Meeting of Stockholders pursuant to Rule 14a-8 under the Exchange Act, a stockholder proposal must be received by the Company by December 6, 2007. For a stockholder proposal to be considered timely, the stockholder proposal must be received by the Company’s Secretary no earlier than January 11, 2007 or later than February 10, 2007, provided that, in the event that the 2007 Annual Meeting of Stockholders is called for a date that is earlier than April 16, 2007 or

 

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later than June 5, 2007, the stockholder proposal, to be timely, must be received not later than the close of business on the tenth day following the day on which the Company’s notice of the date of the 2007 Annual Meeting of Stockholders was mailed or public disclosure was made, whichever first occurs.

 

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