ISYS » Topics » GENERAL

This excerpt taken from the ISYS 8-K filed Aug 7, 2009.

GENERAL

Section 12. Actions Without a Meeting. Unless otherwise restricted by the articles of incorporation or these bylaws, any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting, if all members of the Board of Directors consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors or the committee.

Section 13. Presence at Meetings by Means of Communications Equipment. Members of the Board of Directors may participate in a meeting of the Board of Directors by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in the meeting pursuant to this Section 14 shall constitute presence in person at such meeting.

This excerpt taken from the ISYS DEF 14A filed Jan 22, 2009.

General

The Audit Committee of the Board of Directors has appointed Ernst & Young LLP as the Company’s independent registered public accounting firm for the 2009 fiscal year. Ernst & Young LLP, a firm of registered public accountants, has served as the Company’s independent registered public accounting firm since September 19, 2008. Ernst & Young LLP will examine and report to stockholders on the consolidated financial statements of the Company and its subsidiaries.

The Board of Directors has put this proposal before the stockholders because the Board believes that seeking stockholder ratification of the Audit Committee’s appointment of the Company’s independent registered public accounting firm is good corporate practice. This vote is only advisory, because the Audit Committee has the sole authority to retain and dismiss the Company’s independent registered public accounting firm. If the appointment of Ernst & Young LLP is not ratified, the Audit Committee will evaluate the basis for the stockholders’ vote when determining whether to continue the firm’s engagement.

A representative of Ernst & Young LLP is expected to be present at the Annual Meeting, will have the opportunity to make a statement if he or she desires to do so and will be available to respond to appropriate questions from stockholders.

This excerpt taken from the ISYS DEF 14A filed Jan 9, 2008.

General

The Audit Committee of the Board of Directors has appointed Bernstein & Pinchuk LLP as the Company’s independent registered public accounting firm for the 2008 fiscal year. Bernstein & Pinchuk LLP, a firm of registered public accountants, has served as the Company’s independent registered public accounting firm since February 1, 2006. Bernstein & Pinchuk LLP will examine and report to stockholders on the consolidated financial statements of the Company and its subsidiaries.

The Board of Directors has put this proposal before the stockholders because the Board believes that seeking stockholder ratification of the Audit Committee’s appointment of the Company’s independent registered public accounting firm is good corporate practice. This vote is only advisory, because the Audit Committee has the sole authority to retain and dismiss the Company’s independent registered public accounting firm. If the appointment of Bernstein & Pinchuk LLP is not ratified, the Audit Committee will evaluate the basis for the stockholders’ vote when determining whether to continue the firm’s engagement.

A representative of Bernstein & Pinchuk LLP is expected to be present at the Annual Meeting, will have the opportunity to make a statement if they desire to do so and will be available to respond to appropriate questions from stockholders.

This excerpt taken from the ISYS 8-K filed Sep 20, 2007.

GENERAL

Section 12. Actions Without a Meeting. Unless otherwise restricted by the articles of incorporation or these bylaws, any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting, if all members of the Board of Directors consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors or the committee.

Section 13. Presence at Meetings by Means of Communications Equipment. Members of the Board of Directors may participate in a meeting of the Board of Directors by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in the meeting pursuant to this Section 14 shall constitute presence in person at such meeting.

This excerpt taken from the ISYS DEF 14A filed Mar 16, 2007.

General

A Board of Directors consisting of eight directors is to be elected at the Annual Meeting. Unless otherwise instructed, the proxy holders will vote all of the proxies received by them for the Company’s eight nominees. The eight directors nominated for election at the Annual Meeting are: John M. Albertine, Alan W. Baldwin, Paul G. Casner Jr., Peter J. Gaffney, Thomas L. Gough, William F. Harley III, William F. Leimkhler, and R. Doss McComas (each, a “Nominee,” and collectively, the “Nominees”). In the event that any of the Nominees shall become unavailable, the proxy holders will vote in their discretion for a substitute nominee. It is not expected that any Nominee will be unavailable.

The Bylaws of the Company provide that the number of members of the Board of Directors shall consist of not less than three nor more than nine directors and that the exact number may be determined by the Board of Directors or the stockholders. The Board of Directors has determined that the number of members of the Board shall be nine until the date of the Annual Meeting, at which time the number shall be set to eight. Each director is elected for a one-year term at each annual meeting of the stockholders. Directors serve until the next annual meeting of stockholders and until their respective successors have been duly elected and qualified. The Board of Directors has the power to fill any vacancies on the Board. A director elected by the Board to fill a vacancy (including a vacancy created by an increase in the Board of Directors) shall serve for the remainder of the term and until such director’s successor is elected and qualified or until his or her death or retirement or until he or she shall resign or be removed.

Officers are elected by the Board of Directors. Each officer holds office until his or her successor is elected or appointed and qualified and until his or her earlier resignation or removal.

The terms of each of the elected directors will expire at the next annual meeting of stockholders or when their successors are elected and qualified.

This excerpt taken from the ISYS 8-K filed Feb 13, 2007.

GENERAL

Section 12. Actions Without a Meeting. Unless otherwise restricted by the articles of incorporation or these bylaws, any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting, if all members of the Board of Directors consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors or the committee.

Section 13. Presence at Meetings by Means of Communications Equipment. Members of the Board of Directors may participate in a meeting of the Board of Directors by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in the meeting pursuant to this Section 14 shall constitute presence in person at such meeting.

This excerpt taken from the ISYS 8-K filed Dec 11, 2006.

GENERAL

Section 12. Actions Without a Meeting. Unless otherwise restricted by the articles of incorporation or these bylaws, any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting, if all members of the Board of Directors consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors or the committee.

Section 13. Presence at Meetings by Means of Communications Equipment. Members of the Board of Directors may participate in a meeting of the Board of Directors by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in the meeting pursuant to this Section 14 shall constitute presence in person at such meeting.

This excerpt taken from the ISYS 8-K filed Mar 22, 2006.

GENERAL

Section 12. Actions Without a Meeting. Unless otherwise restricted by the articles of incorporation or these bylaws, any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting, if all members of the Board of Directors consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors or the committee.

Section 13. Presence at Meetings by Means of Communications Equipment. Members of the Board of Directors may participate in a meeting of the Board of Directors by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in the meeting pursuant to this Section 14 shall constitute presence in person at such meeting.

This excerpt taken from the ISYS DEF 14A filed Mar 17, 2006.

General

The Company’s Article of Restatement, as supplemented by the Company’s Articles Supplementary dated March 13, 2006, provide that the Board of Directors shall be divided into three (3) classes. At each annual meeting of the stockholders of the Company, the successor or successors to the class of directors whose term expires at that meeting are elected to hold office for a term continuing until the annual meeting of stockholders held in the third year following the year of their election or until their successors are elected and qualify. The power to fix the number of directors by resolution and to fill any vacancies on the Board of Directors for the remainder of the full term of the class of directors in which the vacancy occurred and until a successor is elected and qualifies is vested in the Board of Directors. A director elected by the Board to fill a vacancy (including a vacancy created by an increase in the Board of Directors) shall serve for the remainder of the full term of the class of directors in which the vacancy occurred and until such director’s successor is elected and qualified.

The Board of Directors previously fixed the number of directors at six (6), and the Board is presently composed of six (6) members. There are currently two (2) Class I Directors, which is the class of directors whose term of office expires in 2006. Bonnie K. Wachtel and Mark Funston are the Company’s Class I Directors. Ms. Wachtel has declined to stand for re-election to the Board of Directors. The Board of Directors presently intends to reduce the size of the Board to five (5) members and simultaneously reduce the authorized number of Class I Directors to one (1). As a result, only one (1) Class I Director is to be elected at the Annual Meeting. Unless otherwise instructed, the proxy holders will vote all of the proxies received by them for the Company’s one (1) nominee. The one (1) nominee nominated for election as a Class I Director at the Annual Meeting is Mark Funston (the “Nominee”). As noted above, the Nominee is currently a Class I Director of the Company. In the event that the Nominee shall become unavailable, the proxy holders will vote in their discretion for a substitute nominee. It is not expected that the Nominee will be unavailable.

Because the Board of Directors presently intends to reduce the size of the Board to five (5) members and simultaneously reduce the authorized number of Class I Directors to one (1), only one (1) Class I Director is to be elected at the Annual Meeting, and therefore the Company has fewer nominees named than the number of Class I Directors previously fixed by our Board of Directors. Stockholders may not vote for a greater number of persons than the number of nominees named.

Officers are elected by the Board of Directors. Each officer holds office until his or her successor is elected or appointed and qualified or until his or her earlier resignation or removal.

The Company’s current Class II Directors are Thomas L. Gough and R. Doss McComas, and their term will expire at the annual meeting of stockholders in 2007 or when their successors are elected and qualify. The Company’s current Class III Directors are Steven R. Chamberlain and Dominic A. Laiti, and their term will expire at the annual meeting of stockholders in 2008 or when their successors are elected and qualify. If elected at the Annual Meeting, the Nominee would serve until the 2009 annual meeting of stockholders or until his successor is elected and has qualified.

 

4


This excerpt taken from the ISYS DEF 14A filed Mar 9, 2005.

General

 

Shares Available under the 2002 Plan. Initially, 750,000 shares of our Common Stock were reserved for issuance under the 2002 Stock Option Plan. The Company now proposes to add 400,000 shares to the number of shares reserved for issuance under the plan. If any award, or portion of an award, under the plan lapses or the rights of the Participant to whom it was granted terminate, or to the extent the award is canceled by mutual agreement of the Committee and Participant (which cancellation opportunities may be offered by the Stock Option Committee to Participants from time to time), any shares of Common Stock subject to such award shall again be available for further award under the plan. As of February 10, 2005, the fair market value of a share of Common Stock, determined by the last reported sale price per share of Common Stock on such date as quoted on The Nasdaq National Market, was $18.38

 

Administration. The plan is administered by the Stock Option Committee consisting soley of two or more members of the Board of Directors of the Company who are non-employee, outside directors. The members of the Stock Option Committee are appointed by the Company’s Board of Directors. The Stock Option Committee has complete authority to determine which employees, directors, and consultants will be granted awards under the plan and any other questions or matters arising with respect to the plan.

 

In the event of reorganization, recapitalization, stock split-up, reverse spilt, combination of shares, consolidation or issuance of a stock dividend with respect to the Company, there will be an appropriate adjustment to the exercise price under and number of shares subject to outstanding awards. In addition, appropriate adjustments will be made to the number of shares available under the plan and to the maximum number of awards that may be granted to any one individual during a calendar year. Also in the event of an exchange of other securities for the shares due to a merger, sale of assets or stock, consolidation or corporate reorganization, appropriate adjustments will be made to the Common Stock subject to the award. If the Company is not the surviving entity in any such transaction and the outstanding awards are not otherwise assumed or continued by the surviving or successor entity, the outstanding awards will be terminated. If this termination provision is implemented, all outstanding awards will become fully exercisable immediately before the corporate transaction or they will be liquidated.

 

6


Participants. Participation in the plan is open to any person employed by the Company, and any person performing bona fide services for the Company in a capacity other than as an employee, such as a non-employee director or consultant. As of February 10, 2005, all three current non-employee directors and approximately 380 employees and consultants are eligible to participate in the plan.

 

Wikinvest © 2006, 2007, 2008, 2009, 2010, 2011, 2012. Use of this site is subject to express Terms of Service, Privacy Policy, and Disclaimer. By continuing past this page, you agree to abide by these terms. Any information provided by Wikinvest, including but not limited to company data, competitors, business analysis, market share, sales revenues and other operating metrics, earnings call analysis, conference call transcripts, industry information, or price targets should not be construed as research, trading tips or recommendations, or investment advice and is provided with no warrants as to its accuracy. Stock market data, including US and International equity symbols, stock quotes, share prices, earnings ratios, and other fundamental data is provided by data partners. Stock market quotes delayed at least 15 minutes for NASDAQ, 20 mins for NYSE and AMEX. Market data by Xignite. See data providers for more details. Company names, products, services and branding cited herein may be trademarks or registered trademarks of their respective owners. The use of trademarks or service marks of another is not a representation that the other is affiliated with, sponsors, is sponsored by, endorses, or is endorsed by Wikinvest.
Powered by MediaWiki