WMS » Topics » CORPORATE GOVERNANCE

This excerpt taken from the WMS DEF 14A filed Oct 27, 2009.

CORPORATE GOVERNANCE

 

The following corporate governance materials are available and can be viewed and downloaded from the Corporate Governance section of the Investor Relations section of our website at http://ir.wms.com: (1) our Amended and Restated Certificate of Incorporation; (2) our Amended and Restated By-laws; (3) our Corporate Governance Guidelines; (4) our Code of Conduct applicable to our directors, officers and employees; (5) our Whistleblower Policy; and (6) the Charters of our Audit and Ethics, Compensation, and Nominating and Corporate Governance Committees. We will provide a copy of these documents to our stockholders, without charge, upon written request addressed to us at 800 South Northpoint Boulevard, Waukegan, Illinois 60085, attention: Treasurer.

 

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Board of Directors   Ten (10) meetings in fiscal year 2009

 

Our Board of Directors is our ultimate decision-making body, responsible for overseeing our affairs, except with respect to those matters reserved to the stockholders by law or under our By-laws.

 

Each of our directors attended at least 75% of the aggregate number of meetings of the Board and all Committees on which he or she served during the fiscal year. Our non-employee directors hold regular executive sessions without management being present. During fiscal year 2009, our Board met in executive session without management being present at four (4) meetings. Our Lead Director, who is not an executive officer, presides at executive sessions of the Board of Directors.

 

This excerpt taken from the WMS DEF 14A filed Oct 24, 2008.

CORPORATE GOVERNANCE

 

The following corporate governance materials are available and can be viewed and downloaded from the Corporate Governance section of the Investor Relations section of our website at www.wms.com: (1) our Amended and Restated Certificate of Incorporation; (2) our Amended and Restated By-laws; (3) our Corporate Governance Guidelines; (4) our Code of Conduct applicable to our directors, officers and employees; (5) our Whistleblower Policy; and (6) the Charters of our Audit and Ethics, Compensation, and Nominating and Corporate Governance Committees. We will provide a copy of these documents to our stockholders, without charge, upon written request addressed to us at 800 South Northpoint Boulevard, Waukegan, Illinois 60085, attention: Treasurer.

 

Board of Directors   Eleven (11) meetings in fiscal year 2008

 

The Board of Directors is our ultimate decision-making body, responsible for overseeing our affairs, except with respect to those matters reserved to the stockholders by law or under our By-laws.

 

Each director nominated for re-election attended at least 75%, except Ms. Nazemetz who attended 69%, of the aggregate number of meetings of the Board and all Committees on which he or she served during the fiscal year. Our non-employee directors hold regular executive sessions without management being present. During fiscal year 2008, the Board met in executive session without management being present at seven (7) meetings. Our Lead Director, who is not an executive officer, presides at executive sessions of the Board of Directors.

 

This excerpt taken from the WMS DEF 14A filed Oct 24, 2007.

CORPORATE GOVERNANCE

 

The following corporate governance materials are available and can be viewed and downloaded from the Corporate Governance section of the Investor Relations section of our website at www.wms.com: (1) our Amended and Restated Certificate of Incorporation; (2) our Amended and Restated By-laws; (3) our Corporate Governance Guidelines; (4) our Code of Conduct applicable to our directors, officers and employees; (5) our Whistleblower Policy; and (6) the Charters of our Audit and Ethics, Compensation, and Nominating and Corporate Governance Committees. We will provide a copy of these documents to our stockholders, without charge, upon written request addressed to us at 800 South Northpoint Boulevard, Waukegan, Illinois 60085, attention: Treasurer. The Charter of our Audit and Ethics Committee is also attached hereto as Appendix A.

 

Board of Directors  

Sixteen (16) meetings in fiscal year 2007

 

The Board of Directors is our ultimate decision-making body, responsible for overseeing our affairs, except with respect to those matters reserved to the stockholders by law or under our By-laws.

 

Each director nominated for re-election attended at least 75% of the aggregate number of meetings of the Board and all Committees on which he or she served during the fiscal year. Our non-management directors hold

 

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regular executive sessions without management being present. During fiscal year 2007, the Board met in executive session without management at four (4) meetings. The Chairman of the Board, who is not an executive officer, presides at meetings including executive sessions.

 

This excerpt taken from the WMS DEF 14A filed Oct 26, 2006.

CORPORATE GOVERNANCE

 

Board of Directors  

Ten (10) meetings in fiscal year 2006

 

The Board of Directors is our ultimate decision-making body, responsible for overseeing our affairs, except with respect to those matters reserved to the stockholders by law or under our By-laws.

 

Each director nominated for re-election attended at least 75% of the aggregate number of meetings of the Board and all Committees on which he or she served during the fiscal year. Our non-management directors hold regular executive sessions without management being present. During fiscal year 2006, the Board met in executive session at five (5) meetings. The Chairman of the Board, who is not an executive officer, presides at meetings including executive sessions.

 

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