MOLX » Topics » MOLEX INCORPORATED PROCEDURES FOR STOCKHOLDERS SUBMITTING NOMINATING RECOMMENDATIONS

This excerpt taken from the MOLX DEF 14A filed Sep 13, 2006.

MOLEX INCORPORATED
PROCEDURES FOR STOCKHOLDERS SUBMITTING
NOMINATING RECOMMENDATIONS

The Committee will accept for consideration submissions from stockholders of recommendations for the nomination of directors subject to the following terms and conditions:

1.    Manner and Address for Submission.  All stockholders nominating recommendations must be in writing, addressed to the Nominating Committee care of the Company’s Corporate Secretary at the Company’s principal headquarters 2222 Wellington Court, Lisle, IL 60532. Submissions must be made by mail, courier or personal delivery. E-mailed submissions will not be considered.

2.    Information Concerning the Recommending Stockholders.   A nominating recommendation must be accompanied by the following information concerning each recommending stockholder:

  • The name and address, including telephone number, of the recommending stockholder; 

  • The number and class of the Company's shares owned by the recommending stockholder and the time period for which such shares have been held; 

  • If the recommending stockholder is not a stockholder of record, a statement from the record holder of the shares (usually a broker or bank) verifying the holdings of the stockholder and a statement from the recommending stockholder of the length of time that the shares have been held. (Alternatively, the stockholder may furnish a current Schedule 13D, Schedule 13G, Form 3, Form 4 or Form 5 filed with the Securities and Exchange Commission reflecting the holdings of the stockholder, together with a statement of the length of time that the shares have been held); and

  • A statement from the stockholder as to whether the stockholder has a good faith intention to continue to hold the reported shares through the date of the Company's next annual meeting of stockholders.

3.    Information Concerning the Proposed Nominee.   A nominating recommendation must be accompanied by the following information concerning the proposed nominee:

  • The information required by Item 401 of SEC Regulation S-K (generally providing for disclosure of the name, address, any arrangements or understanding regarding nomination and five year business experience of the proposed nominee, as well as information regarding certain types of legal proceedings within the past five years involving the nominee);

  • The information required by Item 403 of SEC Regulation S-K (generally providing for disclosure regarding the proposed nominee's ownership of securities of the Company); and 

  • The information required by Item 404 of SEC Regulation S-K (generally providing for disclosure of transactions between the Company and the proposed nominee valued in excess of $60,000 and certain other types of business relationships with the Company).

4.    Relationships Between the Proposed Nominee and the Recommending Stockholder.   The nominating recommendation must describe all relationships between the proposed nominee and the recommending stockholder and any agreements or understandings between the recommending stockholder and the nominee regarding the nomination.

5.    Other Relationships of the Proposed Nominee.   The nominating recommendation shall describe all relationships between the proposed nominee and any of the Company’s competitors, customers, suppliers or other persons with special interests regarding the Company.

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6.    Qualifications of the Proposed Nominee.   The recommending stockholder must furnish a statement supporting its view that the proposed nominee possesses the minimum qualifications prescribed by the Nominating Committee for nominees, and briefly describing the contributions that the nominee would be expected to make to the board and to the governance of the Company.

7.     Ability to Represent All Stockholders.   The recommending stockholder must state whether, in the view of the stockholder, the nominee, if elected, would represent all stockholders and not serve for the purpose of advancing or favoring any particular stockholder or other constituency of the Company.

8.    Timing for Submissions Regarding Nominees for Election at Annual Meetings.  A stockholder (or group of stockholders) wishing to submit a nominating recommendation for an annual meeting of stockholders must ensure that it is received by the Company, as provided above, not later than 120 calendar days prior to the first anniversary of the date of the proxy statement for the prior annual meeting of stockholders. In the event that the date of the annual meeting of stockholders for the current year is more than 30 days following the first anniversary date of the annual meeting of stockholders for the prior year, the submission of a recommendation will be considered timely if it is submitted a reasonable time in advance of the mailing of the Company’s proxy statement for the annual meeting of stockholders for the current year.

9.    Stockholder Groups.   If a recommendation is submitted by a group of two or more stockholders, the information regarding recommending stockholders must be submitted with respect to each stockholder in the group.

10.  No Obligation to Nominate a Candidate.   Acceptance of a recommendation for consideration does not imply that the Committee will interview or nominate the recommended candidate.

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