SEC Document


Table of Contents

 

INFORMATION REGARDING MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS (CONTINUED)

 

 

Committee Membership

Set forth below is the current membership of each of the Committees, with the number of meetings held during the fiscal year ended May 31, 2017 in parentheses:

 

Executive
Committee(0)
   Audit Committee(6)   

Compensation

Committee(3)

  

Governance and

Nominating Committee(3)

Frank C. Sullivan    Salvatore D. Fazzolari    David A. Daberko    Bruce A. Carbonari
(Chairman)    (Chairman)    (Chairman)    (Chairman)
Bruce A. Carbonari    Thomas S. Gross    John P. Abizaid    Jenniffer D. Deckard
David A. Daberko    Julie A. Lagacy    Thomas S. Gross    Craig S. Morford
Salvatore D. Fazzolari    William B. Summers, Jr.         Frederick R. Nance

 

Board Meetings

The Board of Directors held four meetings during the fiscal year ended May 31, 2017. No Director, during the fiscal year ended May 31, 2017, attended fewer than 75% of the aggregate of (i) the total number of meetings of the Board of Directors held during the period that the Director served and (ii) the total number of meetings held by Committees of the Board of Directors on which the Director served, during the period that the Director served.

Independent Directors Meetings

Each of the Directors, other than Mr. Sullivan, is a non-management Director. Each of the non-management Directors was independent within the meaning of the NYSE listing standards and the Company’s Corporate Governance Guidelines during fiscal 2017. The Company’s independent Directors generally meet in executive sessions each year in January, April and July. Bruce A. Carbonari currently serves as Lead Director, and served as the Lead Director for the January, April and July meetings of the Company’s independent Directors in 2017. The Company’s Corporate Governance Guidelines define such Lead Director’s role and responsibilities.

Structure of the Board of Directors

The By-Laws provide that one person may hold the position of Chairman of the Board of Directors and Chief Executive Officer. The Chief Executive Officer of the Company currently serves as the Chairman of the Board of Directors. The Board of Directors believes that the Chief Executive Officer is best situated to serve as Chairman because he is one of the Directors most familiar with the Company’s business and industry. The Board of Directors believes that combining the roles of Chief Executive Officer and Chairman of the Board of Directors provides an efficient and effective leadership model for the Company by fostering clear accountability, effective decision-making, and alignment of corporate strategy. The independent Directors bring experience, oversight, and expertise from outside the Company and its industry, while the

Chief Executive Officer brings Company and industry-specific experience and expertise. One of the key responsibilities of the Board of Directors is to develop strategic direction and hold management accountable for the execution of management’s strategy once it is developed.

The Corporate Governance Guidelines provide for a Lead Director, and define such Lead Director’s role and responsibilities. The Lead Director:

 

  presides at all executive sessions of the independent Directors or other meetings at which the Chairman of the Board is not present;

 

  is authorized to call meetings of the independent Directors;

 

  works with the Chairman of the Board to call Board meetings;

 

  serves as a liaison between the Chairman of the Board and the independent Directors as required (each Director is free, however, to communicate directly with the Chairman of the Board);

 

  works with the Chairman of the Board to set and approve the Board schedule and agenda to assure sufficient time for discussion of all agenda items;

 

  approves the materials to be provided to the Board;

 

  consults with other Directors and facilitates communication between the Board and the Chief Executive Officer;

 

  serves as focal point for stockholder communications and requests for consultation addressed to the independent Directors;

 

  has the ability to retain outside professionals on behalf of the Board as the Board may determine is necessary or appropriate; and

 

  performs such other functions either specified in the Corporate Governance Guidelines or assigned from time to time by the Board.
 

 

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