SPIR » Topics » STOCKHOLDER PROPOSALS - 2008 ANNUAL MEETING

This excerpt taken from the SPIR DEF 14A filed Apr 13, 2007.

STOCKHOLDER PROPOSALS — 2008 ANNUAL MEETING

In order to be included in the proxy statement and form of proxy for the 2008 Annual Meeting of Stockholders pursuant to Exchange Act Rule 14a-8, stockholder proposals must be received by the Company at its corporate offices in Bedford, Massachusetts, no later than December 15, 2007 (120 days before the anniversary of the date this Proxy Statement is being mailed to the Company’s stockholders). Such proposals must also comply with the requirements as to form and substance established by the SEC if such proposals are to be included in the proxy statement and form of proxy. Stockholder proposals to be presented at the 2008 Annual Meeting, other than stockholder proposals submitted pursuant to Exchange Act Rule 14a-8 for inclusion in the proxy statement and form of proxy for the 2008 Annual Meeting, must be received in writing at the Company’s corporate offices no later than February 28, 2008 (45 days before the anniversary of the date this Proxy Statement is being mailed to the Company’s stockholders).

Independent directors will consider any director nominees you recommend in writing for the 2008 Annual Meeting if the Secretary receives notice by December 15, 2007, and you are a stockholder of record on the day you provide notice of your recommendation or nomination to the Company and on the record date for determining stockholders entitled to notice of the meeting and to vote. You may also nominate an individual for election as a director at the 2008 Annual Meeting.

In either event, your notice must include the following information for each person you are recommending or nominating for election as a director:

 

   

The name, age, business address and residence address of the person;

 

   

The principal occupation or employment of the person;

 

   

The number of shares of Spire common stock which the person owns beneficially or of record; and

 

   

Any other information relating to the person that must be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors under Section 14 of the Exchange Act and its rules and regulations.

In addition, your notice must include the following information about you:

 

   

Your name and record address;

 

   

The number of shares of Spire common stock that you own beneficially or of record;

 

   

A description of all arrangements or understandings between you and each proposed nominee and any other person or persons, including their names, pursuant to which the nomination is to be made;

 

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A representation that you intend to appear in person or by proxy at the meeting to nominate the person or persons named in your notice; and

 

   

Any other information about you that must be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors under Section 14 of the Exchange Act and its rules and regulations.

The notice must include written consent by each proposed nominee to being named as a nominee and to serve as a director if elected. No person will be eligible for election as a director of Spire unless recommended by a majority of independent directors and nominated by the Board or nominated in accordance with the procedures set forth above.

By Order of the Board of Directors,

Michael W. O’Dougherty, Secretary

April 13, 2007

 

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"STOCKHOLDER PROPOSALS - 2008 ANNUAL MEETING" elsewhere:

Luna Innovations (LUNA)
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