This excerpt taken from the DTV DEF 14A filed Apr 20, 2009.
In connection with the transactions between New Corporation and Liberty Media discussed above, the Board formed a special committee comprised of six independent directors, which considered and acted upon certain matters that affected the Company in connection with such transactions. Similarly, following announcement by Liberty Media of the possible redemption proposal involving LEI, as discussed above, the Board of Directors formed a special committee comprised initially of all the independent directors and Mr. Carey, to consider the effects on the Company of the Liberty Media/LEI transaction and possible alternative transactions with Liberty Media or LEI. Mr. Carey ceased to serve as a member of this special committee in April 2009.
The Board of Directors is divided into three classes. The term of the members in Class III expires on the date of the 2009 Annual Meeting. The term of the members of Class I expires on the date of the 2010 Annual Meeting and the term of the members of Class II expires on the date of the 2011 Annual Meeting. Mr. Carleton was elected by the Board in June 2008 to fill the vacancy created by the resignation of Peter Chernin. Mr. Carleton filled a vacancy in Class III. You will be voting only on the election of nominees to serve as members of Class III. There are four nominees. Proxies cannot be voted for a greater number of persons than the number of nominees named.
Each nominee has consented to serve if elected. The Board has no reason to believe that any nominee will not serve if elected, but if any of them should become unavailable to serve as a director, and if the Board designates a substitute nominee or nominees, the persons named as proxies will vote for the substitute nominee or nominees designated by the Board.
The following table sets forth certain information with respect to the individuals nominated and recommended to be elected by the Board and is based on the records of the Company and information furnished to it by such persons. Please refer to the table titled "Security Ownership of Directors, Named Executive Officers and Certain Other Beneficial Owners" beginning on page 17 for information pertaining to stock ownership by the nominees.