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DIS » Topics » The Board of Directors has determined that this amendment is advisable and recommends that you vote FOR this proposal, and if you properly submit your proxy it will be voted for this proposal unless you specify otherwise.

This excerpt taken from the DIS DEF 14A filed Jan 22, 2010.

The Board of Directors has determined that this amendment is advisable and recommends that you vote “FOR” this proposal, and if you properly submit your proxy it will be voted for this proposal unless you specify otherwise.

 

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Classified Board Transition Provisions

In 2001, the Company amended its Certificate of Incorporation to change from a classified board, in which Directors served three-year terms that were staggered so approximately one-third of the Directors were elected each year, to a non-classified board, in which all Directors are elected to

a one-year term each year. This conversion occurred over a three-year period, with each class serving out its existing term before being converted to a one-year term, and the Restated Certificate of Incorporation reflected this transition period. Now that the three-year terms that were in effect at the time of the 2001 amendment have all expired and all Directors are elected to a one-year term, the transition provisions are obsolete and can be removed. As there is no longer any purpose served by the transition provisions, the Board of Directors recommends that Section 2 of Article V of the Restated Certificate of Incorporation be amended by deleting it in its entirety and replacing it with the language set forth in Section 2, Article V of Annex A to remove the transition provisions.

The affirmative vote of a majority of shares of common stock outstanding on the record date for the Annual Meeting will be required for approval of this proposal. Abstentions will have the effect of a negative vote on this proposal.

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