This excerpt taken from the MOLX DEF 14A filed Sep 23, 2005.


Under the by-laws of Molex, the board of directors can set the number of directors between six and fifteen. As a matter of policy, the board of directors has decided that the number of directors should be not less than 12 or more than 15 directors. Currently, the board of directors comprises 13 members who are divided into three classes with staggered terms. Specifically, the board of directors is divided into Class I, Class II and Class III directors, with one class to be elected each year. As a result, Molex stockholders elect approximately one-third of the board of directors each year at the annual meeting of stockholders for a term expiring at the third meeting following their election.

Vacancies on the board of directors may occur due to a number of reasons including, death, resignation, removal or expanding the size of the board of directors. Under Molex’s by-laws, the board of directors has the authority to fill any vacancy until the next Annual Stockholders’ Meeting when the stockholders will vote on the candidate(s).

Molex’s board of directors has created four committees to perform certain functions. A description of these committees and their responsibilities are set forth below in the section entitled “COMMITTEES OF THE BOARD OF DIRECTORS.”

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