Tenets of the Proposal:

  • The largest non-management shareholders of a publicly owned company, equal in number to twice the number of board members of that company, shall each be authorized to nominate one candidate to sit on the board of directors. However, no shareholder may have more than one of his nominated board members sitting on the board at any time.

  • If one or more of the largest outside shareholders either declines to nominate a board member, or does not currently qualify to nominate another candidate (i.e. a previously nominated candidate will remain sitting on the board), his/her/their right to nominate a candidate passes to the next largest non-management shareholder(s), who did not qualify as owning a large enough amount of stock to nominate a board member, but who desires to nominate a board member.

  • This will result in two candidates being nominated for each available seat on the board.

  • Non-management shareholders may nominate themselves as board members, if they desire.

  • No member of management may nominate a board member, regardless of his/her stockholdings.

  • If board members' terms are staggered, shareholders whose previous nominees are not up for re-election may not nominate board members.

  • All shareholders will be sent voting proxies to vote from among the nominated candidates. Those candidates, equal in number to the available number of board seats, who receive the greatest number of votes, weighted by shares owned, will serve on the board.

  • Payment to board members shall be limited to a nominal amount, plus reimbursement for reasonable expenses.

  • No stock options shall be authorized for board members.

Submitted on: 8 Oct 2003

By: William K. Sorrell Jr.