IRF » Topics » Matters to be considered

This excerpt taken from the IRF DEF 14A filed Sep 29, 2009.

Matters to be considered

        The purpose of the Meeting is to consider and vote on the following proposals:

        1.     Election of Directors.    To elect three Class Three directors to hold office for a term ending at the 2012 annual meeting of stockholders. The names of the candidates nominated by the Board based upon the recommendation of the Corporate Governance and Nominating Committee are Robert S. Attiyeh, Oleg Khaykin and Dr. James D. Plummer.

        2.     Amendment of our Certificate of Incorporation.    To vote on a proposal to amend our Certificate of Incorporation to provide for the annual election of all directors. Upon the recommendation of the Corporate Governance and Nominating Committee, the Board has determined that the Certificate of Incorporation should be amended to eliminate the classification of the Board over a three-year period and provide for the annual election of all directors beginning at the 2012 annual meeting of stockholders. The Board recommends that the Company's stockholders approve the proposed amendment to the Certificate of Incorporation, which would implement these changes.

        3.     Ratification of the Appointment of Independent Registered Public Accounting Firm.    To vote on a proposal to ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for fiscal year 2009.

        4.     Stockholder Proposal.    To vote on a stockholder proposal to adopt a mandatory age limitation for the election or appointment of directors, if properly presented at the Meeting.

        5.     Other Business.    To transact such other business properly presented at the Meeting or any postponement or adjournment thereof.

This excerpt taken from the IRF DEF 14A filed Dec 8, 2008.

Matters to be Considered

        The purpose of the Meeting is to consider and vote on the following proposals:

        1.     Election of Directors.    To elect two Class Two directors whose names appear below, nominated by the Board based upon the recommendation of the Corporate Governance and Nominating Committee to hold office until the 2011 annual meeting of stockholders and until their respective successors have been duly elected and qualified (or their earlier resignation or removal). The names of the candidates nominated by the Board based upon the recommendation of the Corporate Governance and Nominating Committee, are Richard J. Dahl and Dr. Rochus E. Vogt.

        2.     Ratification of the Appointment of Independent Registered Public Accounting Firm. To ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for fiscal year 2009.

        3.     Stockholder Proposal.    If properly presented at the Meeting, to vote on a stockholder proposal to eliminate the current classified board structure. This proposal, if approved by the stockholders, would not eliminate the classified board structure by itself. Instead, the proposal would be an advisory recommendation to the Board.

        4.     Other Business.    To transact such other business properly presented at the Meeting or any postponement or adjournment thereof.

This excerpt taken from the IRF DEF 14A filed Oct 18, 2006.

Matters to be Considered

The purpose of the Meeting is to consider and vote on the following proposals:

1.     Election of Directors.   To elect three Class Three directors to hold office until the annual meeting of stockholders to be held in 2009, or until their respective successors have been elected and qualified. The Board’s nominees are James D. Plummer, Robert S. Attiyeh and Philip M. Neches.

2.     Ratification of Appointment of Independent Registered Public Accounting Firm.   To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2007.

3.     Other Business.   To transact such other business as properly may come before the Meeting or any postponement or adjournment thereof.

This excerpt taken from the IRF DEF 14A filed Oct 18, 2005.
Matters to be Considered

The purpose of the Meeting is to consider and vote on the following proposals:

1.     Election of Directors.   To elect two Class Two directors to hold office until the annual meeting of stockholders to be held in 2008, or until their respective successors have been elected and qualified. The Board’s nominees are Alexander Lidow and Rochus E. Vogt.

2.     Amendment of Employee Stock Purchase Plan.   To approve the proposed amendment and restatement of the Company’s employee stock purchase plan.

3.     Ratification of Appointment of Independent Registered Public Accounting Firm.   To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2006.

4.     Other Business.   To transact such other business as properly may come before the Meeting or any postponement or adjournment thereof.

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