Pacific Sunwear of California (PSUN)

 

The Company’s Bylaws provide that the authorized number of directors of the Company shall not be less than five or more than nine until changed by amendment of the Articles of Incorporation or by a Bylaw duly adopted by approval of the outstanding shares. The exact number of directors shall be fixed by amendment of the Bylaws duly adopted either by the Board of Directors or the shareholders. During the past year, the size of the Board of Directors, which is currently divided into two classes, was increased from eight to nine. The exact number of authorized directors as of the date of this proxy statement is nine.

 

The Company’s Bylaws provide that, in the event the number of directors is fixed at nine or more, the Board of Directors shall be divided into three classes, designated Class I, Class II and Class III, effective as of the first annual meeting following the increase, and that each director then continuing to serve as a director shall continue as a director of the class of which he or she is a member until the expiration of his or her current term. Accordingly, effective at this year’s annual meeting, the Board of Directors has divided Class I, which is currently comprised of four directors whose terms expire at the annual meeting, into Class I and Class III. At the annual meeting, one Class I director will be elected to serve for a one-year term and until his successor shall have been duly elected and qualified, and three Class III directors will be elected each to serve for a three-year term and until his or her successor shall have been duly elected and qualified. The directors currently serving in Class II will continue to serve as Class II directors until their term expires at the 2010 annual meeting of shareholders or their prior death, resignation or removal.

 

Pearson C. Cummin III is the Board’s nominee for election to the Board of Directors for a one-year term. William Cobb, Michael Goldstein and George R. Mrkonic are the Board’s nominees for election to the Board of Directors each for a three-year term. Each of the nominees is currently serving as a director of the Company and, with the exception of Mr. Cobb, each nominee was previously elected to the present term of office by shareholders of the Company. Following the recommendation of a non-management director, the Nominating and Governance Committee of the Board of Directors recommended, and the Board of Directors approved, the appointment of William Cobb to the Board of Directors in August 2008 to serve as a Class I director for a term of office expiring at the Company’s annual meeting of shareholders in 2009.

 

The accompanying proxies solicited by the Board of Directors will be voted FOR the election of the Company’s four nominees named below, unless the proxy card is marked to withhold authority to vote.

 

The Company’s nominees for election as directors are:

 

 

If any of the nominees should become unavailable for election to the Board of Directors, the persons named as proxy holders in the proxy or their substitutes may vote for a substitute to be designated by the Board of Directors. Alternatively, the Board of Directors may reduce the number of directors. The Board of Directors has no reason to believe that it will be necessary to designate a substitute nominee or reduce the number of directors.

 

 

The Company’s Bylaws provide that the authorized number of directors of the Company shall not be less than five or more than nine until changed by amendment of the Articles of Incorporation or by a Bylaw duly adopted by approval of the outstanding shares. The exact number of directors shall be fixed by amendment of the Bylaws duly adopted either by the Board of Directors or the shareholders. The exact number of authorized directors as of the date of this proxy statement is eight.

 

The Company’s Bylaws provide that, in the event the number of directors is fixed with at least six but less than nine, the Board of Directors shall be divided into two classes, designated Class I and Class II. Each class shall consist, as nearly as possible, of one-half of the total number of directors constituting the entire Board of Directors.

 

At this year’s annual meeting, one Class I director will be elected to serve for a one-year term and until his successor shall have been duly elected and qualified. Four Class II directors will be elected to serve for a two-year term and until his or her successor shall have been duly elected and qualified. George R. Mrkonic, who was appointed by the Board of Directors to serve as a Class I director in November 2007, is the nominee for election to the Board of Directors for a one-year term. Sally Frame Kasaks, Thomas M. Murnane, Peter Starrett and Grace Nichols are the nominees for election to the Board of Directors for a two-year term. Although Mr. Mrkonic’s current term will not expire at the 2008 Annual Meeting, the Board of Directors has determined that it is advisable for the Company’s shareholders to be given an opportunity to vote on the appointment of Mr. Mrkonic to the Board of Directors.

 

Each of the nominees is currently serving as a director of the Company and, with the exception of Ms. Nichols and Mr. Mrkonic, each nominee was previously elected to the present term of office by the shareholders of the Company. Following the recommendation of a non-management director, the Nominating and Governance Committee of the Board of Directors recommended, and the Board of Directors approved, the appointment of Grace Nichols to the Board of Directors in August 2007 to serve as a Class II director for a term of office expiring at the Company’s annual meeting of shareholders in 2008. In addition, following the recommendation of a non-management director, the Nominating and Governance Committee of the Board of Directors recommended, and the Board of Directors approved, the appointment of George R. Mrkonic to the Board of Directors in November 2007 to serve as a Class I director for a term of office expiring at the Company’s annual meeting of shareholders in 2009.

 

The accompanying proxies solicited by the Board of Directors will be voted for the election of the five nominees named below, unless the proxy card is marked to withhold authority to vote.

 

The nominees for election as directors are:

 

 

If any of the nominees should become unavailable for election to the Board of Directors, the persons named as proxy holders in the proxy or their substitutes may vote for a substitute to be designated by the Board of Directors. Alternatively, the Board of Directors may reduce the number of directors. The Board of Directors has no reason to believe that it will be necessary to designate a substitute nominee or reduce the number of directors.

 

For the purpose of electing directors, each shareholder is entitled to one vote per share for each of the five directors to be elected. The Class I director nominee receiving the highest number of votes will be elected and the four Class II director nominees receiving the highest number of votes will be elected. Shares present but not voting will be disregarded (except for quorum purposes) and votes cast against a candidate or votes withheld will have no legal effect. Any unmarked proxies, including those submitted by brokers or other record holders, will be voted as indicated in the accompanying proxy card. Cumulative voting will not apply.

 

The Company’s Bylaws provide that the authorized number of directors of the Company shall not be less than five or more than nine until changed by amendment of the Articles of Incorporation or by a Bylaw duly adopted by approval of the outstanding shares. The exact number of directors shall be fixed by amendment of the Bylaws duly adopted either by the Board of Directors or the shareholders. The exact number of authorized directors as of the date of this Proxy Statement is seven.

 

The Company’s Bylaws provide that, in the event the number of directors is fixed with at least six but less than nine, the Board of Directors shall be divided into two classes, designated Class I and Class II. Each class shall consist, as nearly as possible, of one-half of the total number of directors constituting the entire Board of Directors. At this year’s annual meeting, four Class I directors will be elected to serve for a two-year term and until his successor shall have been duly elected and qualified.

 

The accompanying proxies solicited by the Board of Directors will be voted for the election of the four nominees named below, unless the proxy card is marked to withhold authority to vote. Each of the nominees is currently serving as a director of the Company and was previously elected to the present term of office by the shareholders of the Company.

 

The nominees for election as directors are:

 

 

If any of the nominees should become unavailable for election to the Board of Directors, the persons named in the proxy or their substitutes may vote for a substitute to be designated by the Board of Directors. Alternatively, the Board of Directors may reduce the number of directors. The Board of Directors has no reason to believe that it will be necessary to designate a substitute nominee or reduce the number of directors.

 

For the purpose of electing directors, each shareholder is entitled to one vote per share for each of the four directors to be elected. The four candidates receiving the highest number of votes will be elected. Shares present but not voting will be disregarded (except for quorum purposes) and votes cast against a candidate or votes withheld will have no legal effect. Any unmarked proxies, including those submitted by brokers or nominees, will be voted as indicated in the accompanying proxy card. Cumulative voting will not apply.

 

THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” EACH OF THE NOMINEES FOR DIRECTOR.