ORCH » Topics » (Notice Item 1)

This excerpt taken from the ORCH DEF 14A filed Sep 8, 2009.

(Notice Item 1)

The Board of Directors currently consists of five members, classified into three classes as follows: James Beery, Sidney M. Hecht and Kenneth D. Noonan constitute a class with a term ending at the 2010 annual meeting (Class I directors); Thomas A. Bologna constitutes a class with a term ending at the 2011 annual meeting (Class II director); and Nicole S. Williams constitutes a class with a term ending at the upcoming annual meeting of stockholders (Class III director). At each annual meeting of stockholders, directors are elected for a full term of three years to succeed those directors whose terms are expiring.

On June 11, 2009, the Board of Directors voted to nominate Ms. Williams for election at the annual meeting for a term of three years to serve until the 2012 annual meeting of stockholders, and/or until her successor is elected and qualified. The Class I directors (James Beery, Sidney M. Hecht and Kenneth D. Noonan) and the Class II director (Thomas A. Bologna) will serve until the annual meetings of stockholders to be held in 2010 and 2011, respectively, and/or until their respective successors have been elected and qualified.

On June 11, 2009, our Board of Directors also voted to nominate George H. Poste, DVM, Ph.D., our former Chairman, for elections at this annual meeting. On August 25, 2009, Dr. Poste notified us that he would not stand for re-election to our Board of Directors at this annual meeting and resigned as a member of our Board of Directors and as Chairman effective August 25, 2009. Dr. Poste’s decision was not due to any disagreement on any matters relating to our operations, policies or procedures. As a result of Dr. Poste’s decision, our Board of Directors appointed Mr. Beery Chairman as of August 25, 2009.

Unless authority to vote for any of these nominees is withheld, the shares represented by the enclosed proxy will be voted FOR the election of Ms. Williams as a director. In the event that such nominee becomes unable or unwilling to serve, the shares represented by the enclosed proxy will be voted for the election of such other person as the Board of Directors may recommend in her place. We have no reason to believe that such nominee will be unable or unwilling to serve as a director.

A plurality of the votes cast at the annual meeting is required to elect the nominee as a director.

OUR BOARD OF DIRECTORS RECOMMENDS THE ELECTION OF MS. WILLIAMS AS A DIRECTOR, AND PROXIES SOLICITED BY THE BOARD OF DIRECTORS WILL BE VOTED IN FAVOR THEREOF UNLESS A STOCKHOLDER HAS INDICATED OTHERWISE ON THE PROXY.

 

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RATIFICATION OF APPOINTMENT OF GRANT THORNTON LLP

This excerpt taken from the ORCH DEF 14A filed Apr 25, 2008.

(Notice Item 1)

The Board of Directors currently consists of six members, classified into three classes as follows: James Beery, Sidney M. Hecht and Kenneth D. Noonan constitute a class with a term ending at the 2010 annual meeting (Class I directors); Thomas A. Bologna constitutes a class with a term ending at the upcoming annual meeting (Class II director); and, George H. Poste and Nicole S. Williams constitute a class with a term ending at the 2009 annual meeting of stockholders (Class III directors). At each annual meeting of stockholders, directors are elected for a full term of three years to succeed those directors whose terms are expiring.

The Board of Directors has voted to nominate Mr. Bologna for election at the annual meeting for a term of three years to serve until the 2011 annual meeting of stockholders, and until his successor is elected and qualified. The Class I directors (James Beery, Sidney M. Hecht and Kenneth D. Noonan) and the Class III directors (George H. Poste and Nicole S. Williams) will serve until the annual meetings of stockholders to be held in 2010 and 2009, respectively, and until their respective successors have been elected and qualified.

Unless authority to vote for any of these nominees is withheld, the shares represented by the enclosed proxy will be voted FOR the election of Mr. Bologna as a director. In the event that such nominee becomes unable or unwilling to serve, the shares represented by the enclosed proxy will be voted for the election of such other person as the Board of Directors may recommend in his place. We have no reason to believe that such nominee will be unable or unwilling to serve as a director.

A plurality of the votes cast at the annual meeting is required to elect the nominee as a director.

OUR BOARD OF DIRECTORS RECOMMENDS THE ELECTION OF MR. BOLOGNA AS A DIRECTOR, AND PROXIES SOLICITED BY THE BOARD OF DIRECTORS WILL BE VOTED IN FAVOR THEREOF UNLESS A STOCKHOLDER HAS INDICATED OTHERWISE ON THE PROXY.

 

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RATIFICATION OF APPOINTMENT OF GRANT THORNTON LLP

This excerpt taken from the ORCH DEF 14A filed Apr 27, 2007.

(Notice Item 1)

The Board of Directors currently consists of six members, classified into three classes as follows: James Beery, Sidney M. Hecht and Kenneth D. Noonan constitute a class with a term ending at the upcoming annual meeting (Class I directors); Thomas A. Bologna constitutes a class with a term ending at the 2008 annual meeting of stockholders (Class II director); and, George H. Poste and Nicole S. Williams constitute a class with a term ending at the 2009 annual meeting of stockholders (Class III directors). At each annual meeting of stockholders, directors are elected for a full term of three years to succeed those directors whose terms are expiring.

The Board of Directors has voted to nominate Mr. Beery, Dr. Hecht and Dr. Noonan for election at the annual meeting for a term of three years each to serve until the 2010 annual meeting of stockholders, and until their respective successors are elected and qualified. The Class II director (Thomas A. Bologna) and the Class III directors (George H. Poste and Nicole S. Williams) will serve until the annual meetings of stockholders to be held in 2008 and 2009, respectively, and until their respective successors have been elected and qualified.

Unless authority to vote for any of these nominees is withheld, the shares represented by the enclosed proxy will be voted FOR the election as directors of Mr. Beery, Dr. Hecht and Dr. Noonan. In the event that any nominee becomes unable or unwilling to serve, the shares represented by the enclosed proxy will be voted for the election of such other person as the Board of Directors may recommend in his/her place. We have no reason to believe that any nominee will be unable or unwilling to serve as a director.

A plurality of the votes cast at the annual meeting is required to elect each nominee as a director.

OUR BOARD OF DIRECTORS RECOMMENDS THE ELECTION OF MR. BEERY, DR. HECHT AND DR. NOONAN AS DIRECTORS, AND PROXIES SOLICITED BY THE BOARD OF DIRECTORS WILL BE VOTED IN FAVOR THEREOF UNLESS A STOCKHOLDER HAS INDICATED OTHERWISE ON THE PROXY.

 

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AMENDMENT TO AMENDED AND RESTATED 2005 STOCK PLAN TO INCREASE THE AGGREGATE NUMBER OF SHARES AVAILABLE FOR ISSUANCE UNDER THE AMENDED AND RESTATED 2005 STOCK PLAN

This excerpt taken from the ORCH DEF 14A filed Jun 5, 2006.

(Notice Item 1)

On February 23, 2006, the Board of Directors nominated Dr. Poste and Ms. Williams for election at the Annual Meeting. The Board of Directors currently consists of seven members, classified into three classes as follows: George H. Poste and Nicole S. Williams constitute a class with a term ending at the upcoming Annual Meeting (the “Class III directors”); James Beery, Sidney M. Hecht and Kenneth D. Noonan constitute a class with a term ending at the 2007 Annual Meeting (the “Class I directors”); and Gordon Wasserman and Thomas A. Bologna constitute a class with a term ending at the 2008 Annual Meeting (the “Class II directors”). The Board of Directors appointed Mr. Bologna to serve as a Class II member of the Board of Directors with a term expiring in 2008, and Dr. Paul Kelly, previously a Class II director, resigned from the Board of Directors effective April 14, 2006. At each Annual Meeting of Stockholders, directors are elected for a full term of three years to succeed those directors whose terms are expiring.

The Board of Directors has voted (i) to keep the size of the Board of Directors at eight members and (ii) to nominate Dr. Poste and Ms. Williams for election at the Annual Meeting for a term of three years each to serve until the 2009 Annual Meeting of Stockholders, and until their respective successors are elected and qualified. The Class I directors (James Beery, Sidney M. Hecht and Kenneth D. Noonan) and the Class II directors (Thomas A. Bologna and Gordon Wasserman) will serve until the Annual Meetings of Stockholders to be held in 2007 and 2008, respectively, and until their respective successors have been elected and qualified.

Unless authority to vote for any of these nominees is withheld, the shares represented by the enclosed proxy will be voted FOR the election as directors of Dr. Poste and Ms. Williams. In the event that either nominee becomes unable or unwilling to serve, the shares represented by the enclosed proxy will be voted for the election of such other person as the Board of Directors may recommend in his/her place. We have no reason to believe that any nominee will be unable or unwilling to serve as a director.

A plurality of the votes cast at the Meeting is required to elect each nominee as a director.

OUR BOARD OF DIRECTORS RECOMMENDS THE ELECTION OF DR. POSTE AND MS. WILLIAMS AS DIRECTORS, AND PROXIES SOLICITED BY THE BOARD WILL BE VOTED IN FAVOR THEREOF UNLESS A STOCKHOLDER HAS INDICATED OTHERWISE ON THE PROXY.

 

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INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

This excerpt taken from the ORCH DEF 14A filed Apr 27, 2005.

(Notice Item 2)

 

In 2000, we changed our name to Orchid BioSciences, Inc. Since then, the company has transitioned from a technology driven, research and development intensive organization, to one that is focused on providing DNA testing services in our core markets of forensic and relationship testing, while pursuing growth into new DNA testing markets. As a result, we believe that the name “BioSciences” no longer accurately reflects our core markets or growth opportunities.

 

In 2001, we acquired the Cellmark brand and operation and have since continued to grow our core business under this brand, which is strongly associated with laboratory DNA testing, particularly in forensics.

 

We believe that the best name for our company going forward will be Orchid Cellmark Inc. This name combines the strong reputation of the Orchid name in the field of genetic variability with the brand recognition of Cellmark in the providing of DNA testing services.

 

For these reasons, the Board of Directors has concluded that it is in the best interests of our business and our stockholders to amend our Certificate of Incorporation to change our name from Orchid BioSciences, Inc. to Orchid Cellmark Inc. A majority of the shares outstanding as of the record date voting affirmatively is required to approve the amendment to our Certificate of Incorporation to effect this name change.

 

THE BOARD OF DIRECTORS RECOMMENDS THAT OUR STOCKHOLDERS VOTE FOR THE AMENDMENT OF OUR CERTIFICATE OF INCORPORATION TO CHANGE THE NAME OF THE CORPORATION FROM ORCHID BIOSCIENCES, INC. TO ORCHID CELLMARK INC., AND PROXIES SOLICITED BY THE BOARD WILL BE VOTED IN FAVOR THEREOF UNLESS A STOCKHOLDER HAS INDICATED OTHERWISE ON THE PROXY.

 

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PROPOSAL TO APPROVE THE AMENDED AND RESTATED 2005 STOCK PLAN

 

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