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WYN » Topics » Requiring shareholder approval would impose procedural hurdles that are inefficient and expensiveThis excerpt taken from the WYN DEF 14A filed Apr 2, 2009. Requiring
shareholder approval would impose procedural hurdles that are
inefficient and expensive
The Board opposes this proposal because it believes that the
procedural hurdles and expense of subjecting severance
agreements with senior executives to shareholder approval would
put us at a competitive disadvantage in recruiting and retaining
quality executives, and would also result in the incurrence of
significant costs by us, to the disadvantage of our shareholders.
The Board believes that requiring prior shareholder approval of
severance agreements is not in our best interests or the best
interests of our shareholders because the imposition of such a
requirement would make it extremely difficult to implement, in a
timely manner, compensation arrangements suited to particular
situations. In addition, implementation of this proposal would
be costly. For instance, calling a special meeting of
shareholders to approve an agreement prior to signing such
agreement with an executive would, among other issues discussed
in this opposition statement, cause us to incur considerable
expense. Unless we incurred the significant expense of a special
meeting of shareholders, such arrangements could only be entered
into once a year after approval at the annual meeting of
shareholders or subject to a general pre-approval, which might
not be sufficient for all situations.
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The Board believes that the adoption of this proposal would
impose rigid and arbitrary limitations on our flexibility to
design employment arrangements as needed in order to attract and
retain the best qualified executives and that decisions
regarding compensation arrangements, including severance
agreements, should continue to be the primary responsibility of
the Board, which, through its Compensation Committee, is in the
best position to assess appropriate and competitive compensation
practices.
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