RNOW » Topics » General

This excerpt taken from the RNOW DEF 14A filed Apr 21, 2009.

General

        Our certificate of incorporation provides for a classified board of directors consisting of three classes of directors, each serving staggered three-year terms and each as nearly equal in number as possible as determined by our board of directors. As a result, a portion of our board of directors will be elected each year. Our board of directors currently consists of six persons. Mr. Allen has been designated a Class III director whose term expires at the 2009 Annual Meeting of Stockholders. Messrs. Avis, Gianforte and Kendra have been designated Class I directors whose terms expire at the 2010 Annual Meeting. Messrs. Lansing and Snyder have been designated Class II directors whose terms expire at the 2011 Annual Meeting.

        The class whose term of office expires at the Annual Meeting currently consists of one director. On the recommendation of the Nomination and Governance Committee, our board of directors, including its independent directors, selected and approved Mr. Allen as nominee for election in the class being elected at the Annual Meeting to serve for a term of three years, expiring at the 2012 Annual Meeting of Stockholders, or until his successor is duly elected and qualified or until his earlier resignation or removal. If the nominee is elected, our board of directors will consist of six persons.

        The nominee for election is currently a member of our board of directors and has agreed to serve if elected. Management has no reason to believe that the nominee will be unavailable to serve. In the event the nominee named herein is unable to serve or declines to serve at the time of the Annual Meeting, the persons named in the enclosed Proxy will exercise discretionary authority to vote for substitutes. Unless otherwise instructed, the proxy holders will vote the Proxies received by them FOR the nominee named below.

This excerpt taken from the RNOW DEF 14A filed Apr 22, 2008.

General

        Our certificate of incorporation provides for a classified board of directors consisting of three classes of directors, each serving staggered three-year terms and each as nearly equal in number as possible as determined by our board of directors. As a result, a portion of our board of directors will be elected each year. Our board of directors currently consists of six persons. Mr. Lansing has been designated a Class II director whose term expires at the 2008 Annual Meeting of Stockholders. Mr. Allen and Ms. Taylor have been designated Class III directors whose terms expire at the 2009 Annual Meeting. Messrs. Gianforte, Avis and Kendra have been designated Class I directors whose terms expire at the 2010 Annual Meeting.

        The class whose term of office expires at the Annual Meeting currently consists of one director. On the recommendation of the nomination and governance committee, our board of directors, including its independent directors, selected and approved Mr. Lansing as nominee for election in the class being elected at the Annual Meeting to serve for a term of three years, expiring at the 2011 Annual Meeting of Stockholders, or until his successor is duly elected and qualified or until his earlier resignation or removal. If the nominee is elected, our board of directors will consist of six persons.

        The nominee for election is currently a member of our board of directors and has agreed to serve if elected. Management has no reason to believe that the nominee will be unavailable to serve. In the event the nominee named herein is unable to serve or declines to serve at the time of the Annual Meeting, the persons named in the enclosed Proxy will exercise discretionary authority to vote for substitutes. Unless otherwise instructed, the proxy holders will vote the Proxies received by them FOR the nominee named below.

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

General

Our Board adopted the 2004 Equity Incentive Plan (the “2004 Plan”) in May 2004, our stockholders subsequently approved it in June 2004 and it became effective on August 4, 2004. We are asking our stockholders to reapprove the material terms of the 2004 Plan, as amended, at this time solely for the purpose of preserving our ability to deduct compensation that qualifies as “performance-based” compensation under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”). Should such stockholder reapproval not be obtained, then the 2004 Plan will still continue in full force and effect, but we will not be able to deduct compensation under the 2004 Plan that would have otherwise qualified as “performance-based” compensation under Section 162(m) of the Code. As of March 31, 2007, there were options outstanding under the 2004 Plan to purchase 2,818,209 shares of common stock, an aggregate of 161,661 shares of common stock had been issued pursuant to the 2004 Plan, and an aggregate of 3,520,130 shares remained available for future issuance pursuant to the terms of the 2004 Plan.

Pursuant to Section 162(m) of the Code (“Section 162(m)”), we generally may not deduct for federal income tax purposes compensation paid to our Chief Executive Officer or any of our four other most highly compensated executive officers (within the meaning of Section 162(m)) that exceeds $1 million in any single year. However, if the compensation qualifies as “performance-based” for Section 162(m) purposes, we may generally deduct it for federal income tax purposes even if it exceeds $1 million in a single year. Most awards granted to date under the 2004 Plan are designed to qualify as “performance-based” compensation within the meaning of Section 162(m). Most awards granted after the Annual Meeting will continue to be designed to qualify as “performance-based” compensation if our stockholders reapprove the material terms of the 2004 Plan at the Annual Meeting.

We believe that we must retain the flexibility to respond to changes in the market for top executives and offer compensation packages that are competitive with those offered by others in our industry. In the event we are motivated by competitive or other considerations to offer compensation in excess of $1 million to an executive officer, our Board believes it would be in our best interests and those of our stockholders to be able to deduct such compensation for federal income tax purposes.

A copy of the 2004 Plan is attached to this Proxy Statement as Appendix A and is incorporated herein by reference. The following summary of the material terms of the 2004 Plan does not purport to be a complete description of the 2004 Plan and is qualified in its entirety by reference to the complete copy of the 2004 Plan in Appendix A.

This excerpt taken from the RNOW DEF 14A filed Apr 20, 2006.

General

Our certificate of incorporation provides for a classified board of directors consisting of three classes of directors, each serving staggered three-year terms and each as nearly equal in number as possible as determined by our board of directors. As a result, a portion of our board of directors will be elected each year. Our board of directors currently consists of six persons. Mr. Allen and Ms. Taylor have been designated Class III directors whose terms expire at the 2006 Annual Meeting. Messrs. Gianforte and Avis have been designated Class I directors whose terms expire at the 2007 Annual Meeting. Messrs. Evans and Lansing have been designated Class II directors whose terms expire at the 2008 Annual Meeting of Stockholders.

The class whose term of office expires at the Annual Meeting currently consists of two directors. On the recommendation of the nomination and governance committee, our board of directors, including its independent directors, selected and approved Mr. Allen and Ms. Taylor as nominees for election in the class being elected at the Annual Meeting to serve for a term of three years, expiring at the 2009 Annual Meeting of Stockholders, or until their successors are duly elected and qualified or until their earlier resignation or removal. If these nominees are elected, our board of directors will consist of six persons, with each class consisting of two directors.

Each nominee for election is currently a member of our board of directors and has agreed to serve if elected. Management has no reason to believe that any of the nominees will be unavailable to serve. In the event any of the nominees named herein is unable to serve or declines to serve at the time of the Annual Meeting, the persons named in the enclosed Proxy will exercise discretionary authority to vote for substitutes. Unless otherwise instructed, the proxy holders will vote the Proxies received by them

This excerpt taken from the RNOW DEF 14A filed May 12, 2005.

General

        Our certificate of incorporation provides for a classified board of directors consisting of three classes of directors, each serving staggered three-year terms and each as nearly equal in number as possible as determined by our board of directors. As a result, a portion of our board of directors will be elected each year. Our board of directors currently consists of six persons. Messrs. Evans and Lansing have been designated Class II directors whose terms expire at the Annual Meeting. Mr. Allen and Ms. Taylor have been designated Class III directors whose terms expire at the 2006 Annual Meeting. Mr. Allen was appointed by our directors to fill a vacancy on our board of directors. Messrs. Gianforte and Avis have been designated Class I directors whose terms expire at the 2007 Annual Meeting of Stockholders.

        The class whose term of office expires at the Annual Meeting currently consists of two directors. On the recommendation of the nomination and governance committee, our board of directors, including its independent directors, selected and approved Messrs. Evans and Lansing as nominees for election in the class being elected at the Annual Meeting to serve for a term of three years, expiring at the 2008 Annual Meeting of Stockholders, or until their successors are duly elected and qualified or until their earlier resignation or removal. If these nominees are elected, our board of directors will consist of six persons, with each class consisting of two directors.

        Each nominee for election is currently a member of our board of directors and has agreed to serve if elected. Management has no reason to believe that any of the nominees will be unavailable to serve. In the event any of the nominees named herein is unable to serve or declines to serve at the time of the Annual Meeting, the persons named in the enclosed Proxy will exercise discretionary authority to vote for substitutes. Unless otherwise instructed, the proxy holders will vote the Proxies received by them FOR the nominees named below.

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