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This excerpt taken from the NIHD DEF 14A filed Apr 2, 2009. General
Our Second Amended and Restated Bylaws set our Board of
Directors at nine members divided into three classes in
accordance with our Certificate of Incorporation, with each
class having three directors. Our Board currently consists of
nine members. The three-year terms of each class are staggered
so that the term of one class expires at each Annual Meeting.
The Board of Directors, upon the recommendation of the
Nominating Committee, has nominated George A. Cope, Raymond P.
Dolan and Carolyn Katz, each of whom is an incumbent director,
for reelection to the board for three-year terms ending 2012.
If any nominee is unable to serve as a director, the persons
named in the enclosed proxy reserve the right to vote for a
lesser number of directors or for a substitute nominee
designated by our Board of Directors, to the extent consistent
with our Restated Certificate of Incorporation and our Second
Amended and Restated Bylaws. All of the nominees listed above
have consented to be nominated and to serve if elected. We do
not expect that any nominee will be unable to serve.
This excerpt taken from the NIHD DEF 14A filed Apr 10, 2008. General
Our Second Amended and Restated Bylaws set our Board of
Directors at nine members divided into three classes in
accordance with our Certificate of Incorporation, with each
class having three directors. In connection with the resignation
of John M. Donovan from our Board on March 19, 2008, our
Board of Directors took action under our Second Amended and
Restated Bylaws to reduce the number of Board members from nine
to eight with two classes having three directors and one class
(the directors who hold office until 2010) having two
directors. The three-year terms of each class are staggered so
that the term of one class expires at each Annual Meeting. The
Board of Directors, upon the recommendation of the Nominating
Committee, has nominated Neal P. Goldman, Charles M. Herington
and John W. Risner, each of whom is an incumbent director, for
reelection to the board for three-year terms ending 2011.
If any nominee is unable to serve as a director, the persons
named in the enclosed proxy reserve the right to vote for a
lesser number of directors or for a substitute nominee
designated by our Board of Directors, to the extent consistent
with our Restated Certificate of Incorporation and our Second
Amended and Restated Bylaws. All of the nominees listed above
have consented to be nominated and to serve if elected. We do
not expect that any nominee will be unable to serve.
This excerpt taken from the NIHD DEF 14A filed Apr 13, 2007. General
Our Amended and Restated Bylaws set our Board of Directors at
nine members divided into three classes, with each class having
three directors. Our Board currently consists of nine members.
The three-year terms of each class are staggered so that the
term of one class expires at each Annual Meeting. The Board of
Directors, upon the recommendation of the Nominating Committee,
has nominated John Donovan, Steven P. Dussek and Steven M.
Shindler, each of whom is an incumbent director, for reelection
to the board for three-year terms ending 2010.
If any nominee is unable to serve as a director, the persons
named in the enclosed proxy reserve the right to vote for a
lesser number of directors or for a substitute nominee
designated by our Board of Directors, to the extent consistent
with our Restated Certificate of Incorporation and our Amended
and Restated Bylaws. All of the nominees listed above have
consented to be nominated and to serve if elected. We do not
expect that any nominee will be unable to serve.
This excerpt taken from the NIHD DEF 14A filed Mar 24, 2006. General
Our Amended and Restated Bylaws set our Board of Directors at
nine members divided into three classes, with each class having
three directors. Our Board currently consists of nine members.
On February 14, 2006, John Donovan, President and
Chief Executive Officer of inCode, a wireless consulting firm,
was elected a director by the Board of Directors to fill a
vacancy. The three-year terms of each class are staggered so
that the term of one class expires at each Annual Meeting. The
Board of Directors, upon the recommendation of the Nominating
Committee, has nominated Carolyn Katz, Donald E. Morgan and
George A. Cope, each of whom is an incumbent director, for
reelection to the board for three-year terms ending 2009.
If any nominee is unable to serve as a director, the persons
named in the enclosed proxy reserve the right to vote for a
lesser number of directors or for a substitute nominee
designated by our Board of Directors, to the extent consistent
with our Restated Certificate of Incorporation and our Amended
and Restated Bylaws. All of the nominees listed above have
consented to be nominated and to serve if elected. We do not
expect that any nominee will be unable to serve.
This excerpt taken from the NIHD 10-Q filed Mar 28, 2005. General. Our
unaudited condensed consolidated financial statements have been
prepared under the rules and regulations of the Securities and
Exchange Commission. While they do not include all of the
information and footnotes required by accounting principles
generally accepted in the United States for complete financial
statements, they reflect all adjustments that, in the opinion of
management, are necessary for a fair presentation of the results
for interim periods.
You should read the condensed consolidated financial statements in conjunction with the consolidated financial statements and notes contained in our 2003 annual report on Form 10-K/A, which was amended and restated for the reasons set forth in Note 2. You should not expect results of operations of interim periods to be an indication of the results for a full year. The accounts of our consolidated non-U.S. operating companies are presented utilizing balances as of a date one month earlier than the accounts of our parent company U.S. subsidiaries and our non-operating non-U.S. subsidiaries to ensure timely reporting of consolidated results. As a result, the financial position and results of operations of each of our operating companies in Mexico, Brazil, Argentina, Peru and Chile are presented as of and for the three months ended February 29, 2004 and February 28, 2003, respectively. In contrast, financial information relating to our parent company U.S. subsidiaries and our non-operating non-U.S. subsidiaries is presented as of and for the three months ended March 31. On February 26, 2004, we announced a 3-for-1 common stock split which was effected in the form of a stock dividend that was paid on March 22, 2004 to holders of record as of March 12, 2004. As a result of the stock split, we retroactively restated all historical share and earnings per share data, par value and paid-in capital balances included in our financial statements for the three months ended March 31, 2004 and 2003.
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