VAND is managed
by a Board of Directors with 13 voting members and our membership consists of Registered Dietitians Nutritionists (RDNs), Dietetic Technicians, Registered (DTRs), and students from the five local districts statewide.
VAND is managed
by a Board of Directors with 13 voting members and our membership consists of Registered Dietitians Nutritionists (RDNs), Dietetic Technicians, Registered (DTRs) and students from five local districts statewide.
Founded in 2000, GREAT has devotedly placed almost 1000 Goldens and is served
by a Board of Directors with over 60 years of rescue experience.
ARTICLE THIRTEEN: DISSOLUTION Upon the event of dissolution of The Bella Foundation or in the event The Bella Foundation fails to carry out the primary objective of The Bella Foundation and purposes herein set forth, any unpaid expenditures by either an officer or a board member or any debt owed by The Bella Foundation will be paid immediately and any existing funds will be distributed to a single or a variety of charities decided upon
by the board of directors with final consent of the President and Vice President.
The Fund will be overseen
by a board of directors with representatives from the fishing industry, community leaders and independent scientists that are committed to ensuring that the conservation gains achieved continue under the management of the Fund.
Not exact matches
By replacing the
directors — who presumably would side
with Dauman — Redstone and his daughter Shari, who serves as Viacom's vice-chair, have given themselves a solid majority
of the company's 11 - member
board, aimed at withstanding even a challenge to Redstone's mental capacity.
In a statement, Viacom lead
director Salerno, among the
directors targeted for removal, called Thursday's action a «brazen and demonstrably invalid attempt»
by Shari Redstone «to gain control
of Viacom and its management in disregard
of Sumner Redstone's wishes,» at odds
with the
board's efforts «to represent the best interests
of all
of the shareholders
of Viacom.»
Recently, Equilar, a research firm that focuses on
board recruitment, put together a Gender Diversity Index and predicts that the
board of directors on the Russell 3000 list — the 3000 largest companies based in the United States — will achieve parity,
with a membership made up
of 50 percent women and 50 percent men,
by the fourth quarter
of 2055.
The two
board additions
with airline expertise — James Whitehurst, former chief operating officer
of Delta Air Lines (DAL), and Robert Milton, former CEO
of Air Canada — were previously vetted and mentioned as potential
directors by PAR and Altimeter, the people familiar
with the situation said.
Look for two or three people
with whom you don't compete and who don't work
with you and use them to form your own «
board of directors,» a strategy promoted
by Stanford Graduate School
of Business professor Jeffrey Pfeffer.
In what was possibly a preemptive move
by the company, the Wells
board of directors decided to take back $ 41 million in stock - based compensation from Stumpf along
with just over $ 16 million in stock options from former community - banking head Carrie Tolstedt.
In a letter posted on PR Newswire addressed to Media General's Chairman, CEO, and
Board of Directors, Starboard Value LP expressed its concerns about the company's stance regarding certain offers currently on the table — one is a merger deal
with Meredith Corp. and the other an acquisition
by Nexstar Broadcasting.
By then, Blankfein had impressed Goldman's
board of directors, and especially Paulson,
with his tenacity, his ambition, and his hands - on management
of the business.
Executive sessions
of independent
directors are held in connection with each regularly scheduled Board of Directors meeting and at other times as necessary, and are chaired by the Chairman of the Board of D
directors are held in connection
with each regularly scheduled
Board of Directors meeting and at other times as necessary, and are chaired by the Chairman of the Board of D
Directors meeting and at other times as necessary, and are chaired
by the Chairman
of the
Board of DirectorsDirectors.
Executive sessions
of independent
directors are held in connection
with each regularly scheduled
board of directors meeting and at other times as necessary, and are chaired
by the Lead Independent
Director.
None
of these severance packages were discussed
with or approved
by the
Board of Directors.
TD Ameritrade shareholders may communicate
with any member
of the
board of directors, including the chairperson
of any committee, an entire committee or the independent
directors or all
directors as a group,
by sending written communications to:
Also, if a majority
of the
Board is comprised
of persons other than (i) persons for whose election proxies were solicited
by the
Board; or (ii) persons who were appointed
by the
Board to fill vacancies caused
by death or resignation or to fill newly - created directorships («
Board Change»), unless the Committee or
Board determines otherwise prior to such
Board Change, then participants immediately prior to the
Board Change who cease to be employees or non-employee
directors within six months after such
Board Change for any reason other than death or permanent disability generally have their (i) options and stock appreciation rights become immediately exercisable and to the extent not canceled or cashed out, generally have at least six months to exercise such awards; (ii) restrictions
with respect to restricted stock and RSRs lapse and generally shares are delivered; and (iii) performance shares and performance units pay out pro rata based on performance through the end
of the last calendar quarter before the time the participant ceased to be an employee.
q Proxy Solicited
by the
Board of Directors for the Annual Meeting
of Stockholders — April 26, 2016 Virginia M. Rometty, Martin J. Schroeter, Michelle M. Browdy and Christina M. Montgomery, or any
of them
with the power
of substitution, are hereby appointed Proxies
of the undersigned to vote all common stock
of International Business Machines Corporation owned on the record date
by the + undersigned at the Annual Meeting
of Stockholders to be held in the Savannah International Trade & Convention Center, One International Drive, Hutchinson Island, Savannah, Georgia 31402, at 10 a.m. on Tuesday, April 26, 2016, or any adjournment or postponement thereof.
Additionally, adjusted EBITDA is a key financial measure used
by the compensation committee
of our
board of directors in connection
with the payment
of bonuses to our executive officers.
IF YOU SIGN AND RETURN THIS PROXY, BUT DO NOT PROVIDE SPECIFIC DIRECTION
WITH RESPECT TO A VOTING ITEM, THIS PROXY WILL BE VOTED
WITH RESPECT TO SUCH ITEM AS RECOMMENDED
BY THE
BOARD OF DIRECTORS.
In the letter, in addition to Mr. Kalanick's immediate resignation, the five shareholders asked for improved oversight
of the company's
board by filling two
of three empty
board seats
with «truly independent
directors.»
The
Board believes that its current leadership structure, in which the positions
of Chairman and Chief Executive Officer are held
by Mr. Musk, together
with a Lead Independent
Director with broad authority, is appropriate at this time and provides the most effective leadership for Tesla in a highly competitive and rapidly changing technology industry.
Uber's
board of directors unanimously voted today to move forward
with a proposed investment
by SoftBank and Dragoneer Investment Group.
This relationship helped us to achieve more significant scale and to build greater awareness
with prospective sellers, strengthened our
board of directors by adding Starbucks CEO Howard Schultz to our
board for a 12 month period, and included an equity investment
by Starbucks in our Series D preferred stock financing on the same terms and conditions as all other sales
of our Series D preferred stock
by us in that financing.
The Hewlett - Packard Company
Board of Directors (the «
Board») has made these materials available to you over the Internet or delivered paper copies
of these materials to you
by mail in connection
with HP's annual meeting
of stockholders, which will take place on Wednesday, March 23, 2011.
Zimmer, who had been
with the company for forty years, was fired
by the
board of directors as Executive Chairman on June 19.
Board of Directors, a charitable organization whose mission is to promote investor education
by providing the public
with information about abuses in the financial services industry.
Pursuant to the policy, as revised in February 2009, at each annual meeting
of our stockholders, provided that the
director has served on the
Board for at least six months prior to the annual meeting, a non-employee
director would be granted RSUs having a value equal to $ 225,000 divided
by the lesser
of (i) the trailing average closing trading prices
of our common stock for the 180 - day period preceding and ending
with the date
of the RSU grant or (ii) such number
of RSUs as the
Board may determine based on additional criteria such as business conditions and / or company performance, outside
director compensation practices at peer companies and advice from outside compensation consultants.
Prior to February 2009, the policy provided that at each annual meeting
of our stockholders, provided that the
director had served on the
Board for at least six months prior to the annual meeting, a non-employee
director would be granted RSUs having a value equal to $ 225,000 divided
by the trailing average closing trading prices
of our common stock for the 180 - day period preceding and ending
with the date
of the RSU grant.
Tyson Foods was founded in 1935
by John W. Tyson, whose family has continued to lead the business
with his son, Don Tyson, guiding the company for many years and grandson, John H. Tyson, serving as the current chairman
of the
board of directors.
The ISS study — which looked at
directors nominated
by dissidents and
by the
boards themselves in response to activism — found that women made up 8.4 percent
of this group, compared
with 25 percent
of new
directors at all S&P 1500 companies in 2015.
These Corporate Governance Guidelines (these «Guidelines») have been adopted
by the
Board of Directors (the «
Board»)
of Franklin Resources, Inc. (the «Company» or «Corporation») in connection
with its oversight
of the Company's management and business affairs.
L. (Sept. 1, 2014), http://us.practicallaw.com/4-578-4485 [http://perma.cc/8XRK-A4YL](«It appears that ISS negative vote recommendations based on the perceived lack
of board responsiveness to shareholder concerns (as evidenced
by the failure to implement a successful shareholder proposal) was the leading factor associated
with directors who failed to receive a majority
of votes cast in an uncontested election in 2014.»)
Committee members should be appointed annually
by the
Board upon recommendation
of the Nominating and Corporate Governance Committee
with consideration
of the desires
of individual
directors.
Additional investors include Hyde Park Angels
with a
board seat to Jeffrey Hammes, Chairman
of Kirkland & Ellis and a
board observer role
by Meredith Mendes, COO and Executive
Director of Jenner & Block.
For a
director to be deemed «independent» within the meaning
of the Nasdaq rules, the
Board must affirmatively determine, based upon information provided
by the
director or otherwise known to the
Board, that the
director has no relationship
with the Company that would interfere
with the exercise
of independent judgment in carrying out the responsibilities
of a
director.
For purposes
of this Charter, an «independent
director» means a
director who (1) is «independent» in accordance
with the provisions
of Rule 10c - 1 (b)(i) promulgated under the Securities Exchange Act
of 1934, as amended (the «Exchange Act»), and (2) meets the NASDAQ Stock Market, Inc. definition
of «independent
director» as determined
by the
Board.
In order to comply
with requirements under U.S. law governing the ownership and control
of U.S. airlines, at least 75 %
of the voting stock
of the Company must be held
by U.S. citizens and at least two - thirds
of the
Board of Directors must be U.S. citizens.
Instead, Valeant is likely to pursue the acquisition
by making public merger proposals («bear hugs») together
with a proxy contest to change the
Board of Directors.
You are encouraged to specify your choices
by marking the appropriate boxes on the reverse side, but you need not mark any boxes if you wish to vote in accordance
with the
Board of Directors» recommendations.
Under these rules, a company
of which more than 50 %
of the voting power is held
by an individual, a group or another company is a «controlled company» and may elect not to comply
with certain corporate governance requirements
of the, including (1) the requirement that a majority
of the
board of directors consist
of independent
directors, (2) the requirement that we have a nominating and corporate governance committee that is composed entirely
of independent
directors with a written charter addressing the committee's purpose and responsibilities and (3) the requirement that we have a compensation committee that is composed entirely
of independent
directors with a written charter addressing the committee's purpose and responsibilities.
The
board, which will be chaired
by T - Mobile chairman Tim Höttges, will consist
of 14
directors — nine nominated
by Deutsche Telekom and four nominated
by SoftBank Group, to include SoftBank Chairman Masayoshi Son and Sprint CEO Marcelo Claure, along
with Legere.
In order to encourage significant stock ownership
by our
directors and senior officers, and to further align their interests with the interests of FedEx's stockholders, the Board of Directors has established a goal that (i) within four years after joining the Board, each non-management director own FedEx shares valued at three times his or her annual retainer fee, and (ii) within four years after being appointed to his or her position, each member of senior management own FedEx shares valued at the following multiple of his or her annual bas
directors and senior officers, and to further align their interests
with the interests
of FedEx's stockholders, the
Board of Directors has established a goal that (i) within four years after joining the Board, each non-management director own FedEx shares valued at three times his or her annual retainer fee, and (ii) within four years after being appointed to his or her position, each member of senior management own FedEx shares valued at the following multiple of his or her annual bas
Directors has established a goal that (i) within four years after joining the
Board, each non-management
director own FedEx shares valued at three times his or her annual retainer fee, and (ii) within four years after being appointed to his or her position, each member
of senior management own FedEx shares valued at the following multiple
of his or her annual base salary:
Stockholders and other interested parties may communicate directly
with any member (including the Lead Independent
Director) or committee
of the
Board of Directors by writing to: FedEx Corporation
Board of Directors, c / o Corporate Secretary, 942 South Shady Grove Road, Memphis, Tennessee 38120.
The Enterprise Compensation Committee discharges the
board of directors» responsibilities relating to the compensation
of our executives and
directors; reviews and discusses
with management the Compensation Discussion and Analysis and performs other reviews and analyses and makes additional disclosures as required
of compensation committees
by the rules
of the SEC or applicable exchange listing requirements; provides general oversight
of our compensation structure, including our equity compensation plans and benefits programs, and confirms that these plans and programs do not encourage risk taking that is reasonably likely to have a material adverse effect on Hewlett Packard Enterprise; reviews and provides guidance on our human resources programs; and retains and approves the retention terms
of the Enterprise Compensation Committee's independent compensation consultants and other independent compensation experts.
While there is nothing wrong
with operating a large company like Wells in a decentralized fashion, the
board said, the structure backfired in this case
by allowing Tolstedt and other executives to hide the problems in their organization from senior management and the
board of directors.
NEW YORK (AP)-- The problems at Wells Fargo and its overly aggressive sales culture date back at least 15 years, and management had little interest in dealing
with the issue until it spiraled out
of control resulting in millions
of accounts being opened fraudulently, according to an investigation
by the company's
board of directors.
«Mr. Nix's recent comments secretly recorded
by Channel 4 and other allegations do not represent the values or operations
of the firm and his suspension reflects the seriousness
with which we view this violation,» the
board of directors said in a statement.
Frustrated
by its engagement
with the incumbent
board, Greenlight has determined to also seek shareholder support to remove and replace three
directors at the 2017 annual meeting, arguing that new perspective is needed to realize the intrinsic value
of GM shares.