WPI » Topics » Directors

These excerpts taken from the WPI 10-K filed Feb 23, 2009.
Directors
 
The information concerning directors of Watson required under this Item is incorporated herein by reference from our definitive proxy statement, to be filed pursuant to Regulation 14A, related to our 2009 Annual Meeting of Stockholders to be held on May 8, 2009 (our “2009 Proxy Statement”).
 
Information concerning our Audit Committee and the independence of its members, along with information about the financial expert(s) serving on the Audit Committee, is set forth in the Audit Committee segment of our 2009 Proxy Statement and is incorporated herein by reference.
 
Directors


 



The information concerning directors of Watson required under
this Item is incorporated herein by reference from our
definitive proxy statement, to be filed pursuant to
Regulation 14A, related to our 2009 Annual Meeting of
Stockholders to be held on May 8, 2009 (our “2009
Proxy Statement”).


 



Information concerning our Audit Committee and the independence
of its members, along with information about the financial
expert(s) serving on the Audit Committee, is set forth in the
Audit Committee segment of our 2009 Proxy Statement and is
incorporated herein by reference.


 




These excerpts taken from the WPI 10-K filed Feb 25, 2008.
Directors
 
The information concerning directors of Watson required under this Item is incorporated herein by reference from our definitive proxy statement, to be filed pursuant to Regulation 14A, related to our 2008 Annual Meeting of Stockholders to be held on May 9, 2008 (our “2008 Proxy Statement”).
 
Information concerning our Audit Committee and the independence of its members, along with information about the financial expert(s) serving on the Audit Committee, is set forth in the Audit Committee segment of our 2008 Proxy Statement and is incorporated herein by reference.
 
Directors


 



The information concerning directors of Watson required under
this Item is incorporated herein by reference from our
definitive proxy statement, to be filed pursuant to
Regulation 14A, related to our 2008 Annual Meeting of
Stockholders to be held on May 9, 2008 (our “2008
Proxy Statement”).


 



Information concerning our Audit Committee and the independence
of its members, along with information about the financial
expert(s) serving on the Audit Committee, is set forth in the
Audit Committee segment of our 2008 Proxy Statement and is
incorporated herein by reference.


 




This excerpt taken from the WPI 10-K filed Mar 1, 2007.

Directors

The information concerning directors of Watson required under this Item is incorporated herein by reference from our definitive proxy statement, to be filed pursuant to Regulation 14A, related to our 2007 Annual Meeting of Stockholders to be held on May 4, 2007 (our “2007 Proxy Statement”).

Information concerning our Audit Committee and the independence of its members, along with information about the financial expert(s) serving on the Audit Committee, is set forth in the Audit Committee segment of our 2007 Proxy Statement and is incorporated herein by reference.

This excerpt taken from the WPI DEF 14A filed Apr 4, 2006.
Directors”), be independent of Watson and of Watson’s management. For a Director to be deemed “independent,” the Board shall affirmatively determine that the Director has no material relationship with Watson or any member of the senior management of Watson or his or her affiliates. This determination shall be disclosed in the proxy statement for each annual meeting of Watson’s shareholders. In making this determination, the Board shall broadly consider all relevant facts and circumstances and shall apply the following standards:

·       A Director who is, or has been within the last three years, an employee of Watson, or whose immediate family member is, or has been within the last three years an executive officer of Watson, may not be deemed independent. Employment as an interim Chairman or Chief Executive Officer or other executive officer shall not disqualify a Director from being considered independent following that employment.

·       A Director who has received, or who has an immediate family member who has received, during any twelve-month period within the last three years, more than $100,000 in direct compensation from Watson, other than director and committee fees and pension or other forms of deferred compensation for prior service (provided such compensation is not contingent on continued service), may not be deemed independent. Compensation received (a) by a Director for former service as an interim Chairman or Chief Executive Officer or other executive officer or (b) by an immediate family member for service as a non-executive employee of Watson will not be considered in determining independence under this test.

·       A Director (a) who is, or whose immediate family member is, a current partner of a firm that is Watson’s external auditor; (b) who is a current employee of such a firm; (c) who has an immediate family member who is a current employee of such a firm and who participates in the firm’s audit, assurance or tax compliance practice; or (d) who was, or whose immediate family member was, within the last three years (but is no longer) a partner or employee of such a firm and personally worked on Watson’s audit within that time, may not be deemed independent.

·       A Director who is, or whose immediate family member is, or has been within the last three years, employed as an executive officer of another company where any of Watson’s present executive officers serves or served on that company’s compensation committee, may not be deemed independent.

·       A Director who is a current employee or general partner, or whose immediate family member is a current executive officer or general partner, of an entity that has made payments to, or received payments from, Watson for property or services in an amount that, in any of the last three fiscal years, exceeds the greater of $1 million or 2% of either company’s consolidated gross revenues, may not be deemed independent.

·       A Director who is a current employee or general partner, or whose immediate family member is a current executive officer or general partner, of an entity that is indebted to Watson, or to which Watson is indebted, and the total amount of such indebtedness, exceeds the greater of $1 million or 2% of either company’s consolidated gross revenues, may not be deemed independent.

·       A Director who is, or whose immediate family member is, affiliated with or employed by a tax-exempt entity that received significant contributions (i.e., more than 2% of the annual contributions received by the entity or more than $1,000,000 in a single fiscal year, whichever amount is lower)

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from Watson, any executive officer or any affiliate of an executive officer within the preceding twelve-month period may not be deemed independent.

For purposes of these standards, the terms:

·       an “affiliate” of a director or an executive officer means any entity that controls, is controlled by or is under common control with, such director or executive officer;

·       “executive officer” means an “officer” within the meaning of Rule 16a-1(f) under the Securities Exchange Act of 1934;

·       “immediate family” means spouse, parents, children, siblings, mothers- and fathers-in-law, sons- and daughters-in-law, brothers- and sisters-in-law and anyone (other than employees) sharing a person’s home, but excluding any person who is no longer an immediate family member as a result of legal separation or divorce, or death or incapacitation; and

·       any reference to Watson in the foregoing standards shall be deemed to include Watson and all of its subsidiaries.

The Board shall undertake an annual review of the independence of all non-employee Directors. In advance of the meeting at which this review occurs, each non-employee Director shall be asked to provide the Board with full information regarding the Director’s business and other relationships with Watson and with senior management and their affiliates to enable the Board to evaluate the Director’s independence. Directors have an affirmative obligation to inform the Board of any material changes in their circumstances or relationships that may impact their designation by the Board as “independent.” This obligation includes all business relationships between, on the one hand, Directors or members of their immediate family and, on the other hand, Watson or members of senior management and their affiliates.

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This excerpt taken from the WPI 10-K filed Mar 10, 2006.
Directors

The information concerning directors of Watson required under this Item is incorporated herein by reference from our definitive proxy statement, to be filed pursuant to Regulation 14A, related to our 2006 Annual Meeting of Stockholders to be held on May 5, 2006 (our “2006 Proxy Statement”).

Information concerning our Audit Committee and the independence of its members, along with information about the financial expert(s) serving on the Audit Committee, is set forth in the Audit Committee segment of our 2006 Proxy Statement and is incorporated herein by reference.

This excerpt taken from the WPI 10-K filed Mar 15, 2005.

Directors

        The information concerning directors of Watson required under this Item is incorporated herein by reference from our definitive proxy statement, to be filed pursuant to Regulation 14A, related to our 2005 Annual Meeting of Stockholders to be held on May 13, 2005 (our "2005 Proxy Statement").

        Information concerning our Audit Committee and the independence of its members, along with information about the financial expert(s) serving on the Audit Committee, is set forth in the Audit Committee segment of our 2005 Proxy Statement and is incorporated herein by reference.

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