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This excerpt taken from the MMR DEF 14A filed Apr 22, 2009. Election
of Directors
Our board of directors has fixed the number of directors at
seven. The terms of all of our directors expire at the 2009
annual meeting of stockholders. Our board has nominated each of
Messrs. Adkerson, Day, Ford, Graham, Moffett and Rankin and
Ms. Mestayer to serve a one-year term. The persons named as
proxies in the enclosed form of proxy intend to vote your proxy
for the election of each such director, unless
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otherwise directed. If, contrary to our expectations, a nominee
should become unavailable for any reason, your proxy will be
voted for a substitute nominee designated by our board, unless
otherwise directed.
Under our by-laws, in an uncontested election, directors are
elected by a majority of the votes cast. In contested elections
where the number of nominees exceeds the number of directors to
be elected, directors are elected by a plurality vote, with the
seven director nominees who receive the most votes being elected.
In an uncontested election, any nominee for director who has a
majority of votes cast “withheld” from his or her
election will be required to promptly tender his or her
resignation to the board. The nominating and corporate
governance committee will recommend to the board whether to
accept or reject the tendered resignation. The board will act on
the committee’s recommendation and publicly disclose its
decision within 90 days after the date of the annual
meeting of stockholders. Any director who tenders his or her
resignation will not participate in the committee’s
recommendation or the board action regarding whether to accept
or reject the tendered resignation.
In addition, if each member of the nominating and corporate
governance committee fails to be elected at the same election,
the independent directors who were elected will appoint a
committee to consider the tendered resignations and recommend to
the board whether to accept or reject them. Any vacancies on the
board may be filled by a majority of the directors then in
office. Each director elected in this manner will hold office
until his or her successor is elected and duly qualified.
This excerpt taken from the MMR DEF 14A filed Apr 28, 2008. Election
of Directors
Our board of directors has fixed the number of directors at
seven. The terms of all of our directors expire at the 2008
annual meeting of stockholders. Our board has nominated each of
Messrs. Adkerson, Day, Ford, Graham, Moffett and Rankin and
Ms. Mestayer to serve a one-year term. The persons named as
proxies in the enclosed form of proxy intend to vote your proxy
for the election of each such director, unless otherwise
directed. If, contrary to our expectations, a nominee should
become unavailable for any reason, your proxy will be voted for
a substitute nominee designated by our board, unless otherwise
directed.
Under our by-laws, the vote standard for the election of
directors is a majority of the votes cast in uncontested
elections. In contested elections where the number of nominees
exceeds the number of directors to be elected, the vote standard
is a plurality vote.
In an uncontested election, any nominee for director who has a
majority of votes cast “withheld” from his or her
election will be required to promptly tender his or her
resignation to the board. The nominating and corporate
governance committee will consider the tendered resignation and
recommend to the board whether to accept or reject the
resignation. The board will act on the committee’s
recommendation and publicly
disclose its decision within 90 days from the date of the
annual meeting of stockholders. Any director who tenders his or
her resignation will not participate in the committee’s
recommendation or the board action regarding whether to accept
or reject the tendered resignation.
In addition, if each member of the nominating and corporate
governance committee fails to be elected at the same election,
the independent directors who were elected will appoint a
committee to consider the tendered resignations and recommend to
the board whether to accept or reject them. Any vacancies in the
board may be filled by a majority of the directors then in
office. Each director elected in this manner will hold office
until his or her successor is elected and duly qualified.
This excerpt taken from the MMR DEF 14A filed Mar 26, 2007. Election
of Directors
Our board of directors has fixed the number of directors at
eight. The terms of all of our directors expire at the 2007
annual meeting of stockholders. Our board has nominated each of
Messrs. Adkerson, Day, Ford, Graham, Moffett, Rankin and
Wharton and Ms. Mestayer to serve a one-year term. The
persons named as proxies in the enclosed form of proxy intend to
vote your proxy for the election of each such director, unless
otherwise directed. If, contrary to our expectations, a nominee
should become unavailable for any reason, your proxy will be
voted for a substitute nominee designated by our board, unless
otherwise directed.
On January 30, 2006, our board of directors amended our
by-laws to change the vote standard for the election of
directors from a plurality to a majority of the votes cast in
uncontested elections. In contested elections where the number
of nominees exceeds the number of directors to be elected, the
vote standard shall remain a plurality vote.
In an uncontested election, any nominee for director who has a
majority of votes cast “withheld” from his or her
election will be required to promptly tender his or her
resignation to the board. The nominating and corporate
governance committee will consider the tendered resignation and
recommend to the board whether to accept or reject the
resignation. The board will act on the committee’s
recommendation and publicly disclose its decision within
90 days from the date of the annual meeting of
stockholders. Any director who tenders his or her resignation
will not participate in the committee’s recommendation or
the board action regarding whether to accept or reject the
tendered resignation.
In addition, if each member of the nominating and corporate
governance committee fails to be elected at the same election,
the independent directors who were elected will appoint a
committee to consider the tendered resignations and recommend to
the board whether to accept or reject them. Any vacancies in the
board may be filled by a majority of the directors then in
office. Each director elected in this manner will hold office
until his or her successor is elected and duly qualified.
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