OK, it's time to start weeding.......
NOMINATION AND ELECTION OF DIRECTORS
The Company's Ninth Restated Certificate of Incorporation and Bylaws provide
that the Board of Directors shall be classified, with respect to the time for
which the directors severally hold office, into three Classes: Class I, Class
II, and Class III, as nearly equal as possible in numbers of directors, as
determined by the Board of Directors. The Board is empowered to increase or
decrease the total number of directors as well as the number of directors in
each class, provided that each class continues to consist, as nearly as
possible, of an equal number of directors. The Board of Directors has currently
fixed the size of the Board at nine (9) Directors. The term of office of one
class of Directors expires each year and at each annual meeting the successors
to the Directors of the class whose term is expiring in that year are elected
to hold office for a term of three (3) years and until their successors shall
be elected and qualified.
The three directorships expiring this year are presently filled by Dr. F.
Raymond Salemme, Mr. Joshua Ruch, and Dr. William Claypool. Dr. F. Raymond
Salemme, Mr. Joshua Ruch, and Dr. William Claypool have stated that they will
stand for re-election as Directors. Upon the recommendation of the Nominating
Committee, the Board has nominated for election at this Annual Meeting Dr.
Raymond Salemme, Mr. Joshua Ruch, and Dr. William Claypool as nominees for the
class of Directors whose term expires in 2005. If the nominees are elected at
this Annual Meeting, the Board of Directors shall consist of nine (9) Directors
divided into three (3) classes of three (3) Directors each.
Dr. Salemme, Mr. Ruch, and Dr. Claypool have informed the Company that they
are willing to serve for the term to which they are nominated if they are
elected. If a nominee for director should become unavailable for election or is
unable to serve as a Director, the shares represented by proxies voted in favor
of that nominee will be voted for any substitute nominee as may be named by the
Board of Directors. |
