|
|
 | | | |
- close
- close
- close
- close
| |||||||||
This excerpt taken from the WYN DEF 14A filed Apr 2, 2009. Director
Nomination Process
Role of Corporate Governance Committee. The
Corporate Governance Committee considers the appropriate balance
of experience, skills and characteristics required of the Board
when considering potential candidates to serve on the Board.
Nominees for director are selected on the basis of their depth
and breadth of experience, wisdom, integrity, ability to make
independent analytical inquiries, understanding of our business
environment and willingness to devote adequate time to Board
duties.
Identification and Evaluation Process. The
process for identifying and evaluating nominees to the Board is
initiated by identifying a candidate who meets the criteria for
selection as a nominee and has the specific qualities or skills
being sought based on input from members of the Board and, if
the Corporate Governance Committee deems appropriate, a
third-party search firm. These candidates will be evaluated by
the Corporate Governance Committee by reviewing the
candidates’ biographical information and qualifications and
checking the candidates’ references. Qualified nominees
will be interviewed by at least one member of the Corporate
Governance Committee. Using the input from the interview and
other information obtained by the Corporate Governance
Committee, the Corporate Governance Committee evaluates whether
the prospective candidate is qualified to
Table of Contents
serve as a director and whether the Corporate Governance
Committee should recommend to the Board that the Board nominate
the prospective candidate for election by the shareholders or to
fill a vacancy on the Board.
Shareholder Nominations and By-Law
Procedures. The Corporate Governance Committee
will consider written proposals from shareholders for nominees
for director. Nominations should be submitted to the Corporate
Governance Committee,
c/o the
Corporate Secretary, and include at least the following: name of
the shareholder and evidence of the person’s ownership of
our common stock, number of shares owned and the length of time
of ownership, name of the candidate, the candidate’s resume
or a listing of his or her qualifications to be a director and
the person’s consent to be named as a director if selected
by the Corporate Governance Committee and nominated by the Board.
Our By-Laws establish procedures pursuant to which a shareholder
may nominate a person for election to the Board. Our By-Laws are
posted on our website under Corporate Governance at
www.WyndhamWorldwide.com. To nominate a person for
election to the Board, a shareholder must set forth all
information relating to the nominee that is required to be
disclosed in a proxy statement or other filings required to be
made in connection with solicitations of proxies for election of
directors or is otherwise required in each case pursuant to
Section 14 under the Securities Exchange Act of 1934, as
amended (and the related rules and regulations). Such notice
must also contain information specified in the By-Laws as to the
director nominee, information about the shareholder making the
nomination, including name and address, number of shares owned,
and representations regarding the intention to make such a
nomination and to solicit proxies in support of it. We may
require any proposed nominee to furnish information concerning
his or her eligibility to serve as an independent director or
that could be material to a reasonable shareholder’s
understanding of the independence of the nominee.
To nominate a person for election to the Board at our annual
meeting of shareholders, written notice of a shareholder
nomination must be delivered to our Corporate Secretary not less
than 90 nor more than 120 days prior to the anniversary
date of the prior year’s annual meeting. However, if our
annual meeting is advanced or delayed by more than 30 days
from the anniversary date of the previous year’s meeting, a
shareholder’s written notice will be timely if it is
delivered by no later than the close of business on the
10th day following the day on which public disclosure of
the date of the annual meeting is made or the notice of the date
of the annual meeting was mailed, whichever occurs first. A
shareholder may make nominations of persons for election to the
Board at a special meeting if the shareholder delivers written
notice to our Corporate Secretary not later than the close of
business on the 10th day following the day on which public
disclosure of the date such special meeting was made or notice
of such special meeting was mailed, whichever occurs first. At a
special meeting of shareholders, only such business may be
conducted as shall have been brought before the meeting pursuant
to our notice of meeting.
Evaluation of Shareholder Recommendations of
Nominees. The Corporate Governance Committee
intends to use a substantially similar evaluation process as
discussed above to evaluate nominees for director recommended by
shareholders.
This excerpt taken from the WYN DEF 14A filed Mar 17, 2008. Director
Nomination Process
Role of Corporate Governance Committee. The
Corporate Governance Committee considers the appropriate balance
of experience, skills and characteristics required of the Board
when considering potential candidates to serve on the Board.
Nominees for director are selected on the basis of their depth
and breadth of experience, wisdom, integrity, ability to make
independent analytical inquiries, understanding of our business
environment and willingness to devote adequate time to Board
duties.
Identification and Evaluation Process. The
process for identifying and evaluating nominees to the Board is
initiated by identifying a candidate who meets the criteria for
selection as a nominee and has the specific qualities or skills
being sought based on input from members of the Board and, if
the Corporate Governance Committee deems appropriate, a
third-party search firm. These candidates will be evaluated by
the Corporate Governance Committee by reviewing the
candidates’ biographical information and qualifications and
checking the candidates’ references. Qualified nominees
will be interviewed by at least one member of the Corporate
Governance Committee. Using the input from the interview and
other information obtained by the Corporate Governance
Committee, the Corporate Governance Committee evaluates whether
the prospective candidate is qualified to serve as a director
and whether the Corporate Governance Committee should recommend
to the Board that the Board nominate this prospective candidate
for election by the shareholders or to fill a vacancy on the
Board.
Shareholder Nominations and By-Law
Procedures. The Corporate Governance Committee
will consider written proposals from shareholders for nominees
for director. Nominations should be submitted to the Corporate
Governance Committee,
c/o the
Corporate Secretary, and include at least the following: name of
the shareholder and evidence of the person’s ownership of
our common stock, number of shares owned and the length of time
of ownership, name of the candidate, the candidate’s resume
or a listing of his or her qualifications to be a director and
the person’s consent to be named as a director if selected
by the Corporate Governance Committee and nominated by the Board.
Our By-Laws establish procedures pursuant to which a stockholder
may nominate a person for election to the Board. Our By-Laws are
posted on our website under Investor Center at
www.WyndhamWorldwide.com. To nominate a person for election to
the Board, a stockholder must set forth all information relating
to the nominee that is required to be disclosed in a proxy
statement or other filings required to be made in connection
with solicitations of proxies for election of directors, or is
otherwise required, in each case pursuant to Section 14
under the Securities Exchange Act of 1934, as amended (and the
related rules and regulations). Such notice must also contain
information specified in the By-Laws as to the director nominee,
information about the shareholder making the nomination,
including name and address, number of shares owned, and
representations regarding the intention to make such a
nomination and to solicit proxies in support of it. We may
require any proposed nominee to furnish information concerning
his or her eligibility to serve as an independent director or
that could be material to a reasonable shareholder’s
understanding of the independence of the nominee.
To nominate a person for election to the Board at our annual
meeting of stockholders, written notice of a stockholder
nomination must be delivered to our Corporate Secretary not less
than 90 nor more than 120 days prior to the anniversary
date of the prior year’s annual meeting. However, if our
annual meeting is advanced or delayed by more than 30 days
from the anniversary date of the previous year’s meeting, a
shareholder’s written notice will be timely if it is
delivered by no later than the close of business on the
10th day following the day on which public disclosure of
the date of the annual meeting is made or the notice of the date
of the annual meeting was mailed, whichever occurs first. A
Table of Contents
shareholder may make nominations of persons for election to the
Board at a special meeting if the shareholder delivers written
notice to our Corporate Secretary not later than the close of
business on the 10th day following the day on which public
disclosure of the date such special meeting was made or notice
of such special meeting was mailed, whichever occurs first. At a
special meeting of shareholders, only such business may be
conducted as shall have been brought before the meeting pursuant
to our notice of meeting.
Evaluation of Shareholder Recommendations of
Nominees. The Corporate Governance Committee
intends to use a substantially similar evaluation process as
discussed above to evaluate nominees for director recommended by
shareholders.
This excerpt taken from the WYN DEF 14A filed Mar 13, 2007. Director
Nomination Process
Role of Corporate Governance Committee. The
Corporate Governance Committee considers the appropriate balance
of experience, skills and characteristics required of the Board
when considering potential candidates to serve on the Board.
Nominees for director are selected on the basis of their depth
and breadth of experience, wisdom, integrity, ability to make
independent analytical inquiries, understanding of our business
environment and willingness to devote adequate time to Board
duties.
Identification and Evaluation Process. The
process for identifying and evaluating nominees to the Board is
initiated by identifying a candidate who meets the criteria for
selection as a nominee and has the specific qualities or skills
being sought based on input from members of the Board and, if
the Corporate Governance Committee deems appropriate, a
third-party search firm. These candidates will be evaluated by
the Corporate Governance Committee by reviewing the
candidates’ biographical information and qualifications and
checking the candidates’ references. Qualified nominees
will be interviewed by at least one member of the Corporate
Governance Committee. Using the input from the interview and
other information obtained by the Corporate Governance
Committee, the Corporate Governance Committee evaluates whether
the prospective candidate is qualified to serve as a director
and whether the Corporate Governance Committee should recommend
to the Board that the Board nominate this prospective candidate
for election by the shareholders or to fill a vacancy on the
Board.
Table of Contents
Shareholder Nominations and By-Law
Procedures. The Corporate Governance Committee
will consider written proposals from shareholders for nominees
for director. Nominations should be submitted to the Corporate
Governance Committee, c/o the Corporate Secretary, and
include at least the following: name of the shareholder and
evidence of the person’s ownership of our common stock,
number of shares owned and the length of time of ownership, name
of the candidate, the candidate’s resume or a listing of
his or her qualifications to be a director and the person’s
consent to be named as a director if selected by the Corporate
Governance Committee and nominated by the Board.
Our By-Laws establish procedures pursuant to which a stockholder
may nominate a person for election to the Board. Our By-Laws are
posted on our website under Investor Center at
www.wyndhamworldwide.com. To nominate a person for election to
the Board, a stockholder must set forth all information relating
to the nominee that is required to be disclosed in a proxy
statement or other filings required to be made in connection
with solicitations of proxies for election of directors, or is
otherwise required, in each case pursuant to Section 14
under the Securities Exchange Act of 1934, as amended (and the
related rules and regulations). Such notice must also contain
information specified in the By-Laws as to the director nominee,
information about the shareholder making the nomination,
including name and address, class and number of shares owned,
and representations regarding the intention to make such a
nomination and to solicit proxies in support of it. We may
require any proposed nominee to furnish information concerning
his or her eligibility to serve as an independent director or
that could be material to a reasonable shareholder’s
understanding of the independence of the nominee.
To nominate a person for election to the Board at our annual
meeting of stockholders, written notice of a stockholder
nomination must be delivered to our Corporate Secretary not less
than 90 nor more than 120 days prior to the anniversary
date of the prior year’s annual meeting. However, if our
annual meeting is advanced or delayed by more than 30 days
from the anniversary date of the previous year’s meeting, a
shareholder’s written notice will be timely if it is
delivered by no later than the close of business on the
10th day following the day on which public disclosure of
the date of the annual meeting is made or the notice of the date
of the annual meeting was mailed, whichever occurs first. A
shareholder may make nominations of persons for election to the
Board at a special meeting if the shareholder delivers written
notice to our Corporate Secretary not later than the close of
business on the 10th day following the day on which public
disclosure of the date such special meeting was made or notice
of such special meeting was mailed, whichever occurs first. At a
special meeting of shareholders, only such business may be
conducted as shall have been brought before the meeting pursuant
to our notice of meeting.
Evaluation of Shareholder Nominees. The
Corporate Governance Committee intends to use a substantially
similar evaluation process as discussed above to evaluate
nominees for director recommended by shareholders.
| EXCERPTS ON THIS PAGE:
RELATED TOPICS for WYN: |
| |||||||
