This excerpt taken from the MAT DEF 14A filed Apr 13, 2006.
Progress Begins with One Step
It is important to take one step forward and adopt the above RESOLVED statement since our 2005 governance was not impeccable. For instance in 2005 it was reported:
D in Shareholder Responsiveness.
D in CEO Pay.
These less-than-best practices reinforce the reason to take one step forward and adopt this proposal.