SEC Document


Table of Contents

PROPOSAL ONE

 

 

ELECTION OF DIRECTORS

The authorized number of Directors of the Company presently is fixed at eleven, with the Board of Directors divided into three Classes. Currently, each of Class I and Class II has four Directors, and Class III has three Directors. The term of office of one Class of Directors expires each year, and at each Annual Meeting of Stockholders the successors to the Directors of the Class whose term is expiring at that time are elected to hold office for a term of three years.

Robert A. Livingston, a nominee for election as Director at this year’s Annual Meeting, does not currently serve as a Director of the Company. In connection with Mr. Livingston’s election

as Director, the authorized number of Directors of the Company will be fixed at twelve, and each of Class I, Class II and Class III of the Board of Directors will have four Directors.

The term of office of the persons elected as Directors in Class III at this year’s Annual Meeting will expire at the time of the Annual Meeting held in 2020. Each Director in Class III will serve until the expiration of that term or until his or her successor shall have been duly elected. In addition to Mr. Livingston, the Board of Directors’ nominees for election as Directors in Class III are Julie A. Lagacy, Frederick R. Nance and William B. Summers, Jr. Ms. Lagacy and Messrs. Nance and Summers currently serve as Directors in Class III.

 

 

The Proxy holders named in the accompanying Proxy or their substitutes will vote such Proxy at the Annual Meeting or any adjournment or postponement thereof for the election as Directors of the four nominees unless the stockholder instructs, by marking the appropriate space on the Proxy, that authority to vote is withheld. If any nominee should become unavailable for election (which contingency is not now contemplated or foreseen), it is intended that the shares represented by the Proxy will be voted for such substitute nominee as may be named by the Board of Directors. In no event will the accompanying Proxy be voted for more than four nominees or for persons other than those named below and any such substitute nominee for any of them.

 

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