This excerpt taken from the DTV DEF 14A filed Apr 20, 2009.
Board of Directors' Response
The Board of Directors believes that a classified board provides important benefits to both the Company and its shareholders. Specifically, the Board of Directors believes that:
long-term focus can lead to a better competitive position for the Company and maximize shareholder value.
The Board of Directors believes that the benefits of the current classified board structure do not come at the cost of directors' accountability to shareholders. Directors elected to three-year terms are just as accountable to shareholders as directors elected annually, because all directors are required to uphold their fiduciary duties to the Company and its shareholders, regardless of the length of their term of office. Furthermore, we believe that the annual election of one-third of the directors provides shareholders with an effective means to effect change and communicate their views on the performance of the Company and its directors. Approval of the proposal would not in itself declassify the Board of Directors. Approval of the proposal would only serve as a request that the Board of Directors take the necessary steps to end the classified system of electing directors. Declassification of the Board (other than in accordance with the provisions of the Company's Certificate of Incorporation) would require an amendment to each of the Company's Certificate of Incorporation and Bylaws, which would require the affirmative vote of a majority of the outstanding shares of the Company's Common Stock.
The board of directors unanimously recommends a vote "AGAINST" Proposal 4.