August 1, 2002
DESCRIPTION OF PROPOSED AMENDMENTS
Rule 14a-8 provides an opportunity for a Shareholder owning a relatively small amount of a Company's securities to have his/her proposal placed alongside Management's proposals in the Company's proxy materials for presentation to a vote at an annual or special meeting of Shareholders. It has become increasingly popular because it provides an avenue for communication between Shareholders and Companies, as well as among Shareholders themselves. Rule 14a-8 generally requires the Company to include the proposal unless the Shareholder has not complied with Rule14a-8's procedural requirements or the proposal falls within one of 13 bases for exclusion. Rule 14a-(8)(i)(8) excludes proposals, which relate to an election for membership on the Company's Board of Directors or analogous governing body. The Committee petitions that that exclusion be replaced with certain content requirements and amendments to potentially contradicting sections when proposals relate to an election for membership on the Company's Board of Directors or analogous governing body.
The intended effect of the suggested modifications is that the solicitation of proxies for ALL nominees for Director positions, who meet the other legal requirements, be required to be included in the Company’s proxy materials.
Rule 14a-(8)(i) should be modified as follows:
8. Relates to election: If the proposal relates to an election for membership on the company's board of directors or analogous governing body; provided, however, the aforesaid exclusion shall not apply if each of the following conditions are met:
(A) The letter of nomination:
(1) complies with the relevant state law and the company’s bylaws requirements
(2) contains a statement, signed by the nominee, that the nominee will serve as a Director, if elected;
(B) The proposal includes:
(1) name of the nominee;
(2) age of the nominee;
(3) business address of the nominee;
(4) nominee's securities holding in the company;
(5) nominee's transactions within the past two (2) years in the securities of the company;
(6) the past five (5) year’s work experience of the nominee;
(7) whether the nominee is party to a slate of candidates, and, if so, the name(s) of the other members of the slate; and,
(8) whether the nominee has any agreement with other nominees, if any, his/her nominator and/or with the company;
(C) The proposal may be excluded if, during the past ten (10) years, the nominee has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) and failed to set forth details of the matter in the proposal.
Additionally, Rule 14a-8(i) should be added as follows:
8.1 If my proposal for nomination of a Director-candidate is not excluded under 8 and the beneficial owner of stock does not instruct the proxy holder on the ballot as to which Director-candidate(s) to vote for, will the proxy holder be permitted to vote those shares in favor of any non-designated Director-candidate? No.
Additionally, Rule 14a-8(i) should be added as follows:
8.2 If my proposal for nomination of a Director-candidate is not excluded under 8 and the beneficial owner of stock does not instruct his/her stock brokerage firm or similar fiduciary in whose account the stock is held as to how to vote for Director-candidates, will the stock brokerage firm or similar fiduciary be permitted to vote those shares in favor of any non-designated Director-candidate? No.
Additionally, Rule 14a-8(i) should be amended as follows:
9. Conflicts with company’s proposal: If the proposal directly conflicts with one of the company’s own proposals to be submitted to shareholders at the same meeting, except those related to the nomination for election for membership on the company’s board of directors or analogous governing body.
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