This excerpt taken from the SWKS DEF 14A filed Mar 30, 2009.
The Company’s certificate of incorporation and by-laws provide that the Board of Directors shall be divided into three classes, each class consisting, as nearly as possible, of one-third of the total number of directors, with each class having a three-year term. The Board of Directors currently is composed of nine (9) members: three Class I directors, three Class II directors and three Class III directors. The terms of these three classes are staggered in a manner so that only one class is elected by stockholders annually.
Messrs. Iyer, Leonard and Schriesheim have been nominated for election as Class I directors to hold office until the 2012 annual meeting of stockholders and thereafter until their successors have been duly elected and qualified. Directors are elected by a plurality of the votes present in person or represented by proxy and entitled to vote at the meeting. Shares represented by all proxies received by the Board of Directors and not so marked as to withhold authority to vote for the nominees will be voted FOR the election of the three nominees.
Each person nominated for election has agreed to serve if elected, and the Board of Directors knows of no reason why any nominee should be unable or unwilling to serve, but if such should be the case, proxies will be voted for the election of some other person. No director, director nominee or executive officer is related by blood, marriage or adoption to any other director or executive officer. No arrangements or understandings exist between any director or person nominated for election as a director and any other person pursuant to which such person is to be selected as a director or nominee for election as a director.


Set forth below is summary information for each person nominated and each person whose term of office as a director will continue after the Annual Meeting, including the year such nominee or director was first elected a director, the positions currently held by the nominee and each director with the Company, the year each nominee’s or director’s term will expire and class of director of each nominee and each director. This information is followed by additional biographical information about these individuals, as well as the Company’s other executive officers.
Nominee’s or Director’s
Name (and Year He
      Term Will
    Class of
First Became a Director)
  Position(s) with the Company   Expire     Director
Balakrishnan S. Iyer (2002)(1)
  Non-Employee Director     2009     I
Thomas C. Leonard (1996)
  Non-Employee Director     2009     I
Robert A. Schriesheim (2006)(1)(2)
  Non-Employee Director     2009     I
Continuing Directors:
Kevin L. Beebe (2004)(1)(2)(3)
  Non-Employee Director     2010     II
Timothy R. Furey (1998)(2)(3)
  Non-Employee Director     2010     II
David J. McLachlan (2000)(1)(3)
  Non-Employee Director and
Chairman of the Board
    2010     II
David J. Aldrich (2000)
  President, Chief Executive
Officer and Director
    2011     III
Moiz M. Beguwala (2002)(3)
  Non-Employee Director     2011     III
David P. McGlade (2005)(1)(2)(3)
  Non-Employee Director     2011     III
(1) Member of the Audit Committee
(2) Member of the Compensation Committee
(3) Member of the Nominating and Corporate Governance Committee


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