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This excerpt taken from the SMG DEF 14A filed Dec 19, 2008. ELECTION
OF DIRECTORS
There are currently 12 individuals serving on the Board of
Directors, which is divided into three staggered classes, with
each class serving three-year terms. The Class II directors
hold office for terms expiring at the Annual Meeting, the
Class III directors hold office for terms expiring in 2010
and the Class I directors hold office for terms expiring in
2011. On December 18, 2008, Arnold W. Donald, who currently
serves as a Class II director, notified the Company that he
had decided not to stand for re-election to the Board of
Directors. Mr. Donald’s term as a director will expire
at the Annual Meeting.
Because the Governance and Nominating Committee has not yet
identified a qualified candidate to replace Mr. Donald, the
Board of Directors is only presenting three candidates for
election as Class II directors at the Annual
Meeting — Thomas N. Kelly Jr., Carl F.
Kohrt, Ph.D. and John S. Shiely — each of whom is
currently serving as a Class II director. The nomination of
each individual was recommended to the Board of Directors by the
Governance and Nominating Committee.
The individuals elected as Class II directors at the Annual
Meeting will hold office for a three-year term expiring at the
Annual Meeting of Shareholders of the Company to be held in 2012
and until their respective successors are duly elected and
qualified, or until their earlier death, resignation or removal.
The individuals named as proxies in the form of proxy solicited
by the Board of Directors intend to vote the Common Shares
represented by the proxies received under this solicitation for
the Board of Directors’ nominees, unless otherwise
instructed on the form of proxy. The Board of Directors has no
reason to believe that any of the nominees will be unable or
unwilling to serve as a director of the Company if elected. If
any nominee who would have otherwise received the required
number of votes becomes unable to serve or for good cause will
not serve as a candidate for election as a director, the
individuals designated as proxy holders reserve full discretion
to vote the Common Shares represented by the proxies they hold
for the election of the remaining nominees and for the election
of any substitute nominee designated by the Board of Directors
following recommendation by the Governance and Nominating
Committee. The individuals designated as proxy holders cannot
vote for more than three nominees for election as Class II
directors at the Annual Meeting.
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The following information, as of November 26, 2008, with
respect to the age, principal occupation or employment, other
affiliations and business experience during the last five years
of each director or nominee for re-election as a director, has
been furnished to the Company by each director or nominee.
Except where indicated, each director or nominee has had the
same principal occupation for the last five years.
This excerpt taken from the SMG DEF 14A filed Dec 20, 2007. ELECTION
OF DIRECTORS
There are currently 12 individuals serving as members of the
Board of Directors of the Company, divided into three classes
with regular three-year staggered terms. The Class I
directors hold office for terms expiring at the Annual Meeting,
the Class II directors hold office for terms expiring in
2009 and the Class III directors hold office for terms
expiring in 2010. Gordon F. Brunner, who has served as a
Class II director since 2003, will continue to serve as a
director of the Company until the Company’s next regularly
scheduled Board of Directors’ meeting at which time he will
retire. The Company anticipates that, by the time of or shortly
after the next regularly scheduled Board of Directors’
meeting, an individual will be identified for consideration and
recommendation by the Company’s Governance and Nominating
Committee, and appointed by the Company’s Board of
Directors, to fill the vacancy created by
Mr. Brunner’s retirement in accordance with the
Company’s Code of Regulations and other governing documents.
At the Annual Meeting, four Class I directors will be
elected. The four individuals currently serving as Class I
directors — James Hagedorn, Karen G. Mills, Nancy G.
Mistretta and Stephanie M. Shern — have been
designated by the Board of Directors as nominees for re-election
as directors of the Company at the Annual Meeting. The
nomination of each individual was recommended to the Board of
Directors by the Governance and Nominating Committee.
The individuals elected as Class I directors at the Annual
Meeting will hold office for a three-year term to expire at the
Annual Meeting of Shareholders of the Company to be held in 2011
and until their respective successors are duly elected and
qualified, or until their earlier death, resignation or removal.
The individuals named as proxies in the form of proxy solicited
by the Board of Directors intend to vote the common shares
represented by the proxies received under this solicitation for
the Board’s nominees, unless otherwise instructed on the
form of proxy. The Board of Directors has no reason to believe
that any of the nominees will be unable or unwilling to serve as
a director of the Company if elected. If any nominee becomes
unable to serve or for good cause will not serve as a candidate
for election as a director, the individuals designated as proxy
holders reserve full discretion to vote the common shares
represented by the proxies they hold for the election of the
remaining nominees and for the election of any substitute
nominee designated by the Board of Directors following
recommendation by the Governance and Nominating Committee.
The following information, as of December 3, 2007, with
respect to the age, principal occupation or employment, other
affiliations and business experience during the last five years
of each director or nominee for re-election as a director, has
been furnished to the Company by each director or nominee.
Except where indicated, each director or nominee has had the
same principal occupation for the last five years.
This excerpt taken from the SMG DEF 14A filed Dec 20, 2006. ELECTION
OF DIRECTORS
There are currently 12 individuals serving as members of the
Board of Directors of the Company, divided into three classes
with regular three-year staggered terms. The Class III
directors hold office for terms expiring at the Annual Meeting,
the Class I directors hold office for terms expiring in
2008 and the Class II directors hold office for terms
expiring in 2009. John Walker, Ph.D., who has served as a
Class I director since 1998, will continue to serve as a
director of the Company until the Company’s next regularly
scheduled Board of
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Directors’ meeting. John M. Sullivan, who retired briefly
earlier this year and agreed to return to the Board to fill a
vacancy, and who has served as a Class II director since
1994, will also continue to serve as a director of the Company
until the Company’s next regularly scheduled Board of
Directors’ meeting. The Company anticipates that, by the
time of the next regularly scheduled Board of Directors’
meeting, two individuals will be identified for consideration
and recommendation by the Company’s Governance and
Nominating Committee, and appointed by the Company’s Board
of Directors, to fill the vacancies created by
Messrs. Sullivan and Walker’s retirement in accordance
with the Company’s Code of Regulations and other governing
documents.
At the Annual Meeting, four Class III directors will be
elected. The four individuals currently serving as
Class III directors — Mark R. Baker, Joseph P.
Flannery, Katherine Hagedorn Littlefield and Patrick J.
Norton — have been designated by the Board of
Directors as nominees for re-election as directors of the
Company at the Annual Meeting. Each individual was recommended
by the Governance and Nominating Committee.
The individuals elected as Class III directors at the
Annual Meeting will hold office for three-year terms to expire
at the Annual Meeting of Shareholders of the Company to be held
in 2010 and until their respective successors are duly elected
and qualified, or until their earlier death, resignation or
removal. The Board of Directors has no reason to believe that
any of the nominees of the Board will be unable or unwilling to
serve as a director of the Company if elected. If any nominee
who would otherwise receive the required number of votes becomes
unable or unwilling to serve as a candidate for election as a
director, the individuals designated as proxy holders reserve
full discretion to vote the common shares represented by the
proxies they hold for the election of the remaining nominees and
for the election of any substitute nominee designated by the
Board of Directors following recommendation by the Governance
and Nominating Committee.
The Board of Directors has reviewed, considered and discussed
each director’s relationships, either directly or
indirectly, with the Company and its subsidiaries, including
those listed under “CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS,” and the compensation and other payments
each director has, directly or indirectly, received from or made
to the Company and its subsidiaries in order to determine
whether such director qualifies as “independent” for
purposes of the applicable sections of the Listed Company Manual
(the “NYSE Rules”) of the New York Stock Exchange
(“NYSE”) and the applicable rules and regulations of
the SEC (the “SEC Rules”), and has determined that the
Board has at least a majority of independent directors. The
Board of Directors has determined that each of the following
directors (and his or her immediate family members) have no
financial ties, either directly or indirectly, with the Company
or its subsidiaries (other than director compensation and
ownership of common shares and common share equivalents as
described in this Proxy Statement) and no relationships (either
directly or as a partner, member, shareholder or officer of an
organization that has a relationship) with the Company and its
subsidiaries (including commercial, industrial, banking,
consulting, legal, accounting, charitable and familial
relationships) other than as a director of the Company, and thus
qualifies as independent: Mark R. Baker, Gordon F. Brunner,
Arnold W. Donald, Joseph P. Flannery, Thomas N. Kelly Jr., Karen
G. Mills, Stephanie M. Shern, John M. Sullivan and John
Walker, Ph.D. Mr. Donald is also a director of Scotts
Miracle-Gro Foundation, an Ohio nonprofit corporation formed for
charitable and educational purposes within the meaning of
Section 501(c)(3) of the Internal Revenue Code of 1986, as
amended (the “Internal Revenue Code”). The current
primary activity of Scotts Miracle-Gro Foundation is to fund the
“Miracle-Gro Cap Kids at COSI,” a program designed to
provide academic and other support services to a select group of
economically and socially disadvantaged students in the Columbus
(Ohio) Public School District. Mr. Hagedorn,
Ms. Littlefield and Mr. Norton do not qualify as
independent. Mr. Hagedorn is the President and Chief
Executive Officer of the Company and Ms. Littlefield is his
sister. Mr. Norton was an associate of the Company until
January 31, 2006.
The following information, as of November 28, 2006, with
respect to the age, principal occupation or employment, other
affiliations and business experience during the last five years
of each director or nominee for re-election as a director, has
been furnished to the Company by each director or nominee.
Except where indicated, each director or nominee has had the
same principal occupation for the last five years.
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