This excerpt taken from the IOSP DEF 14A filed Mar 31, 2008.
The Bylaws of the Corporation provide that the number of directors shall be not less than three nor more than twelve members, the exact number of which shall be determined from time to time by resolution adopted by the Board of Directors, and that the Board shall be divided into three classes, designated Class I, Class II and Class III. Each class shall consist, as nearly as may be possible, of one-third of the total number of directors constituting the entire Board of Directors. By resolution of the Board of Directors dated November 20, 2007, the Board of Directors increased the number of members on the Board of Directors from seven to nine effective January 1, 2008; five in Class I, two in Class II and two in Class III and the appointments of the directors in such Classes expire at the Annual Meetings of the Corporation in 2011, 2009 and 2010, respectively.
Mr. Peter Fearn and Mr. Joachim Roeser were elected to the Board in accordance with Article III of the Bylaws to fill the vacancy on the Board created as a result of the retirement of Mr. Charles M. Hale and Mr. Samuel A. Haubold on May 6, 2008. Mr. Fearn and Mr. Roeser have been nominated for election as Class I Directors to the Board of Directors to serve until the Corporations 2011 Annual Meeting. See ManagementNominees for Director for information with respect to Mr. Fearn and Mr. Roeser. The Corporation believes that Mr. Fearn and Mr. Roeser are willing to be elected and to serve. In the event Mr. Fearn and Mr. Roeser are unable to serve or are otherwise unavailable for election the incumbent Board may or may not select a substitute nominee. If a substituted nominee is selected, all proxies will be voted for the person selected.
The election of directors at the Annual Meeting requires a plurality of the votes actually cast by the stockholders present (in person or by proxy) at the meeting and entitled to vote. There is no cumulative voting as to any matter, including the election of directors.
This excerpt taken from the IOSP DEF 14A filed Mar 31, 2006.
A Election of Directors