Board Composition and Related Matters Sample Clauses
Board Composition and Related Matters. (a) The Company agrees that the Board and all applicable committees of the Board shall take all necessary actions, effective as of the next regular Board meeting (and in any event no later than August 29, 2017)1, to appoint ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ to the Board. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ (the “Independent Designee” and, together with ▇▇. ▇▇▇▇▇ and ▇▇. ▇▇▇▇▇▇▇, the “Alden Designees”) will continue to serve on the Board.
(b) The Board and all applicable committees of the Board shall refrain from separating the Nominating and Governance Committee of the Board (the “Nominating and Governance Committee”) during the time period starting on the date hereof and ending on the Termination Date (the “Cooperation Period”). ▇▇. ▇▇▇▇▇ and ▇▇. ▇▇▇▇▇▇ shall continue to serve on each of the Nominating and Governance Committee and Compensation Committee. In addition, the Nominating and Governance Committee and the Compensation Committee shall each continue to be comprised of four directors, including two Alden Designees on each such committee. Notwithstanding anything to the contrary in this Agreement, the Board shall not be obligated to appoint ▇▇. ▇▇▇▇▇▇▇ onto the Nominating and Governance Committee or the Compensation Committee, even upon the resignation of any other Alden Designee. The Board shall determine the director who shall be chairman of the Nominating and Governance Committee, the Board shall determine one of the Alden Designees who shall be the chairman of the Compensation Committee, and the Board shall take all necessary actions to appoint such individuals as chairman of the respective committee. In the event that either the Nominating and Governance Committee or the Compensation Committee is unable to reach a majority resolution on any matter under consideration by such committee, then the chairman of such committee shall submit such matter to the members of the Board who are “independent” pursuant to the NASDAQ rules for consideration, in which case only directors who are qualified and eligible to have been members of the committee in question are permitted to vote on such matter; provided, however, if the chairman does not submit such matter to the independent members for consideration within five Business Days following a request for such submission by a member of such committee, such member of such committee shall be entitled to submit such matter to the independent members for consideration. 1 The next regular Board meeting is scheduled for August 29, 2...
Board Composition and Related Matters. (a) Concurrently with and effective upon the execution of this Agreement, Sachem Head shall irrevocably withdraw or cause the irrevocable withdrawal of (i) the notice of stockholder nomination, submitted to the Company on February 15, 2022 and (ii) the demand to inspect books and records, pursuant to Section 220 of the General Corporation Law of the State of Delaware, submitted to the Company on February 17, 2022. Sachem Head shall also commit not to submit any proxies that it has solicited in connection with the 2022 Annual Meeting.
(b) In connection with the public disclosure of this Agreement, the Company shall disclose the Board’s determination that P▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ceases to serve as the chief executive officer (“CEO”) and a director of the Company. As previously disclosed, director J▇▇▇ ▇▇▇▇▇▇▇ shall not stand for reelection to the Board at the 2022 Annual Meeting.
(c) Effective immediately following the 2022 Annual Meeting, the Board of Directors (the “Board”) of the Company shall increase the size of the Board to thirteen (13) directors and appoint S▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ (the “Sachem Head Director”), along with D▇▇▇▇ ▇. Toy and J▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇. (the “Independent Directors” and, together with the Sachem Head Director, the “New Directors”) to the Board. The Company shall hold the 2022 Annual Meeting as scheduled on May 18, at 9 a.m. Central Daylight Time, and conduct the 2022 Annual Meeting without undue delay.
(d) The Company represents and warrants that the Board will not take any material actions between the date of this Agreement and the foregoing appointments without Sachem Head’s consent, unless there is an action that, in the reasonable determination of the Board, cannot wait until after the 2022 Annual Meeting; provided, however, that the Board is not aware of any such action at the time of this Agreement. The parties acknowledge that the New Directors are being added to the Board immediately following the 2022 Annual Meeting at the Company’s request in order to avoid a possible postponement or adjournment of the 2022 Annual Meeting due to mechanical issues that would be associated with distributing revised proxy materials and soliciting support for the election of the New Directors at the 2022 Annual Meeting.
(e) Following the Company’s hiring of a new permanent Chief Executive Officer of the Company (“CEO”), the size of the Board shall be increased to fourteen (14) directors and such CEO shall be appointed to the Board.
(f) The Board shall fo...
Board Composition and Related Matters. (a) Effective upon the execution and delivery of this Agreement, the Investors withdraw the Nomination Notice.
(b) Effective upon the execution and delivery of this Agreement, the Board:
(i) increases the size of the Board by two directors;
(ii) appoints Mr. Near and ▇▇. ▇▇▇▇▇ to fill the vacancies resulting from the increase in the size of the Board pursuant to the foregoing clause (i);
(iii) duly adopts a resolution to fix the size of the Board at ten (10) directors;
(iv) nominates each Investor Designee for election to the Board at the 2020 Annual Meeting with a term expiring at the Company’s 2021 annual meeting of stockholders (the “2021 Annual Meeting”); and
(v) determines that each Investor Designee is “independent” under the rules and regulations of the NASDAQ Stock Market LLC.
(c) Simultaneous with the execution and delivery of this Agreement and as a condition to the Investors’ rights and the Board’s obligations herein, each of the Investor Designees has executed and delivered to the Company a resignation letter in the form attached hereto as Exhibit A.
(d) The Company shall, with respect to the 2020 Annual Meeting, (i) include each of the Investor Designees and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇-▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ in its proxy statement and proxy card as director nominees of the Board, and not include any other nominees without the prior written consent of the Investors, (ii) recommend the election of the Investor Designees to the Board to the stockholders of the Company and (iii) solicit proxies in favor of the election of the Investor Designees to the Board in a manner no less rigorous and favorable than the manner in which the Company supports its other nominees (the foregoing clauses (ii) and (iii), the “Election Support Efforts”). In connection with the foregoing, each Investor Designee hereby consents to be named as a nominee of the Company for election to the Board in any applicable proxy statement, proxy card or other solicitation materials of the Company.
(e) For any Annual Meeting subsequent to the 2020 Annual Meeting and as long as one or both of the Investor Designees is or are on the Board, the Company shall irrevocably notify the Investor Designees and the Investors in writing (a “Renomination Notice”), no less than fifty-five (55) calendar days before the last day of the advance notice window for director nominations at such Annual Meeting pursuant to the C...
Board Composition and Related Matters. (a) The Board of Directors has resolved that, effective as of the Effective Time (for all purposes of this Section 18, as defined in the Agreement and Plan of Merger, dated as of December 9, 2019, by and between the Corporation and Texas Capital Bancshares, Inc. (“TCBI”), as the same may be amended from time to time (the “Merger Agreement”)), (i) ▇▇. ▇▇▇▇▇ ▇. Brooks shall continue to serve as Chairman of the Board of Directors and President and Chief Executive Officer of the Corporation and of the Corporation’s wholly owned subsidiary, Texas Capital Bank (formerly Independent Bank) (the “Bank”), (ii) ▇▇. ▇▇▇▇▇ ▇. Helm shall serve as lead independent director of the Board of Directors of the Corporation and (iii) Mr. C. ▇▇▇▇▇ ▇▇▇▇▇▇▇ shall serve as strategic consultant to the Chairman of the Board of Directors and Chief Executive Officer of the Corporation and the Bank. The Corporation may enter into or amend appropriate agreements or arrangements with ▇▇. ▇▇▇▇▇▇ and ▇▇. ▇▇▇▇▇▇▇ in connection with the subject matter of this Article III, Section 18(a).
(b) Prior to the third (3rd) anniversary of the Effective Time (such date, the “Expiration Date”), (i) the removal of ▇▇. ▇▇▇▇▇▇ from, or the failure to appoint or re-elect ▇▇. ▇▇▇▇▇▇ to, his position as Chairman of the Board of Directors or President and Chief Executive Officer of the Corporation or the Bank, (ii) the removal of ▇▇. ▇▇▇▇ from, or the failure to appoint or re-elect ▇▇. ▇▇▇▇ to, his position as lead independent director of the Board of Directors of the Corporation, or (iii) any determination not to nominate ▇▇. ▇▇▇▇▇▇ or ▇▇. ▇▇▇▇ as a director of the Corporation or the Bank, in each case, shall each require the affirmative vote of at least 75% of the full Board of Directors.
(c) Effective as of the Effective Time, (i) the Board of Directors of the Corporation and the Board of Directors of the Bank shall be comprised of seven (7) Continuing TCBI Directors, including ▇▇. ▇▇▇▇, and six (6) Continuing IBTX Directors, including ▇▇. ▇▇▇▇▇▇ and (ii) the six (6) Continuing IBTX Directors, on the one hand, and the seven (7) Continuing TCBI Directors, on the other hand, shall be, as nearly evenly as is practicably possible, evenly apportioned among the different classes of the Board of Directors of the Corporation such that each class of the Board of Directors shall consist of two (2) Continuing IBTX Directors and at least two (2) Continuing TCBI Directors; provided that ▇▇. ▇▇▇▇▇▇ and ▇▇. ▇▇▇▇ shall eac...
Board Composition and Related Matters. (a) The Company agrees that, (i) within one (1) Business Day (as defined below) following the execution and delivery of this Agreement, the Board and all applicable committees of the Board will take all necessary action (including increasing the size of the Board by one directorships) to appoint ▇▇▇▇ ▇. ▇▇▇▇▇▇ and (ii) no later than December 14, 2023, the Board and all applicable committees of the Board will take all necessary action (including increasing the size of the Board by an additional two directorships) to appoint ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ (“▇▇▇▇▇”) ▇. ▇▇▇▇▇▇▇ (each of Mr. ▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇▇▇ and ▇▇. ▇▇▇▇▇▇▇, a “New Director,” and collectively, the “New Directors”) to the Board with an initial term expiring at the Company’s 2024 Annual Meeting. The Company further agrees that the Board and all applicable committees of the Board will take all necessary action to (i) nominate each of the New Directors for election to the Board at the 2024 Annual Meeting and recommend, support and solicit proxies for the election of the New Directors at the 2024 Annual Meeting in the same manner as for the Company’s other nominees at the 2024 Annual Meeting, (ii) ensure that three directors serving on the Board as of the date preceding the date of this Agreement will not stand for re-election at the 2024 Annual Meeting, and (iii) appoint one of the New Directors as Chair of the Board effective as of the conclusion of the 2024 Annual Meeting.
(b) Each member of the Investor Group represents that as of the date of this Agreement neither it nor any of its Affiliates or Associates is, and during the term of this Agreement such persons will not become, a party to any agreement, arrangement or understanding, written or oral, with any of the New Directors regarding such person’s service on the Board or any committee thereof.
(c) Each member of the Investor Group acknowledges that each of the New Directors, upon election to the Board, shall serve as a member of the Board and shall comply with the terms of the Company’s Amended and Restated Certificate of Incorporation (as may be amended and supplemented from time to time, the “Charter”), Amended and Restated Bylaws (as may be amended from time to time, the “Bylaws”), committee charters, and corporate governance, ethics, conflict of interest, confidentiality, stock ownership and trading policies and guidelines and similar governance documents, policies, procedures, processes, codes, rules, standards and guidelines that a...
Board Composition and Related Matters. (a) The Company agrees to (i) nominate ▇▇. ▇▇▇▇▇ for election to the Board at the 2016 Annual Meeting (the “PL Capital Designee”); (ii) file a preliminary, if necessary, and definitive proxy statement that includes the PL Capital Designee for the 2016 Annual Meeting; and (iii) recommend, support and solicit proxies for the election of the PL Capital Designee at the 2016 Annual Meeting in the same manner as for the Company’s other nominees standing for election to the Board at the 2016 Annual Meeting, and otherwise use reasonable best efforts to cause, the election of the PL Capital Designee at the 2016 Annual Meeting.
(b) Prior to the execution of this Agreement, the PL Capital Designee has executed an irrevocable resignation as director in the form attached hereto as Exhibit A. Following his election to the Board, the Company shall cause the PL Capital Designee to be appointed to the board of directors of The Old Point National Bank of Phoebus (the “Bank”).
(c) During the time period starting on the date hereof and ending on the Termination Date (the “Commitment Period”), the Board shall (i) nominate the PL Capital Designee for election to the Board at each Stockholder Meeting at which directors are to be elected; and (ii) cause the Company to file a definitive proxy statement in respect of each Stockholder Meeting at which directors are to be elected and recommend that the Company’s stockholders vote directly or by proxy in favor of, and otherwise use reasonable best efforts to cause, the election of the PL Capital Designee at such Stockholder Meeting. In addition, during the Commitment Period, the Company shall cause the PL Capital Designee to be appointed to the board of directors of the Bank.
(d) Following his election to the Board, the PL Capital Designee shall be eligible for consideration to serve on committees of the Board based on the same criteria as others members of the Board, and the Board shall consider, in good faith and in consultation with the PL Capital Designee, the appointment of the PL Capital Designee to committees of the Board.
(e) The PL Capital Designee shall receive the same compensation and benefits paid to other non-employee directors of both the Company and the Bank.
(f) During the Commitment Period, the Company shall reimburse the PL Capital Designee for reasonable and documented travel expenses, including for reasonable and necessary transportation, meals and lodging, incurred in connection with the PL Capital Designee’s att...
Board Composition and Related Matters. (a) The Company agrees that prior to the Annual Meeting, the Board, and all applicable committees of the Board, shall take all necessary actions to (i) increase the size of the Board from seven (7) to eight (8) directors and (ii) nominate ▇▇. ▇▇▇▇▇▇▇ as a candidate for election to the Board at the 2021 Annual Meeting to fill the newly created vacancy. The Company agrees to recommend, support and solicit proxies for the election of ▇▇. ▇▇▇▇▇▇▇ at the 2021 Annual Meeting in a manner no less rigorous and favorable than the manner in which the Company has historically supported the Board’s other nominees. In connection with the foregoing, ▇▇. ▇▇▇▇▇▇▇ consents to be named by the Company as a nominee for election to the Board in any applicable proxy statement, proxy card or other solicitation materials of the Company.
Board Composition and Related Matters. As promptly as practicable after (but no later than the day immediately following) the certification by the independent inspector of elections in connection with the 2018 Annual Meeting (the “Election Certification”) and their appointment to the Board, the Continuing Nominees shall take all necessary actions to (a) fix the size of the Board at eight (8) directors and (b) appoint to the Board each of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, each of whom has consented to serve as a director to serve a term expiring at the close of the Company’s 2019 Annual Meeting or until his or her successor is duly elected to the vacancies on the Board.
Board Composition and Related Matters. (a) Effective upon the execution and delivery of this Agreement, the Board shall increase the size of the Board from five to six directors and appoint the Investor to the Board to fill the vacancy resulting from the increase in the size of the Board with a term expiring at the 2023 Annual Meeting of Stockholders (the “2023 Annual Meeting”) and until his successor is elected and qualified. In addition, the Board will include the Investor in the Board’s slate of directors for election to the Board at the 2023 Annual Meeting.
(b) Upon his appointment to the Board, the Investor shall be appointed as a member of the “Special Committee” of the Board, comprised solely of N▇▇▇ ▇. ▇▇▇▇▇▇, T▇▇▇▇▇▇ ▇’▇▇▇▇▇, C▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and the Investor.
(c) The Investor agrees to comply with the terms of the Company’s Articles of Incorporation (as may be amended and supplemented from time to time, the “Charter”), By- Laws (as may be amended from time to time, the “By-Laws”), committee charters and corporate governance documents that are applicable to all of the Company’s non-employee directors.
(d) The Investor will be entitled to the same director benefits as other non- employee members of the Board, including (i) compensation for such director’s service as a director and reimbursement of such director’s expenses on the same basis as all other non- employee directors of Company (but with the first annual retainer payable to the Investor at the time of the 2023 Annual Meeting and with the form of the retainer payable in common stock of the Company or the cash equivalent (at the election of the Board)) and (ii) the same rights of indemnification and directors’ and officers’ liability insurance coverage as the other non- employee directors of Company as such rights may exist from time to time.
Board Composition and Related Matters. (a) The Parties shall take all necessary actions to reconstitute the Board as follows (the “Reconstituted Board”): (i) J▇▇▇ ▇▇▇▇▇, (ii) B▇▇▇▇▇ ▇▇▇▇▇▇▇, (iii) H▇▇▇ ▇▇▇▇▇▇▇▇▇▇, and (iv) D▇▇▇▇ ▇▇▇▇▇▇▇ (the persons in (i) through (iv) collectively, the “Incumbent Designees”), and (v) B▇▇▇▇ ▇▇▇▇▇▇▇▇▇, (vi) B▇▇▇ ▇▇▇▇▇▇▇, and (vii) A▇▇ ▇▇▇▇▇▇▇▇ (the persons in (v) through (vii) collectively, the “L▇-▇▇ Designees”). In furtherance of the foregoing, but not limited thereto, as soon as possible on or following the date hereof (but in no event later than July 8, 2016), (A) the incumbent Board shall cumulate its votes for the director elections at the 2016 Annual Meeting in favor of the election of J▇▇▇ ▇▇▇▇▇, B▇▇▇▇▇ ▇▇▇▇▇▇▇, H▇▇▇ ▇▇▇▇▇▇▇▇▇▇ and D▇▇▇▇ ▇▇▇▇▇▇▇; (B) the L▇-▇▇ Group shall cumulate its votes for the director elections at the 2016 Annual Meeting in favor of the election of B▇▇▇▇ ▇▇▇▇▇▇▇▇▇, B▇▇▇ ▇▇▇▇▇▇▇ and M▇▇▇▇▇▇ Goose; and (C) M▇▇▇▇▇▇ Goose hereby resigns from the Board, effective automatically immediately following his election to the Board, and the Board shall fill such vacancy by appointing A▇▇ ▇▇▇▇▇▇▇▇.
(b) Until the Termination Date, the Board shall (i) nominate the L▇-▇▇ Designees for election to the Board at each Shareholder Meeting or in respect of any solicitation of written consents of shareholders at which directors are to be elected; (ii) cause the Company to file a definitive proxy statement or definitive consent statement in respect of each Shareholder Meeting or solicitation of written consents of shareholders at which directors are to be elected and recommend that the Company's shareholders vote or consent directly or by proxy in favor of, and otherwise use reasonable best efforts to cause, the election of all L▇-▇▇ Designees; and (iii) cause the Company to file a definitive consent revocation statement in respect of any solicitation of written consents of shareholders to remove any of the L▇-▇▇ Designees and recommend that the Company’s shareholders do not sign consents to remove any of the L▇-▇▇ Designees and use reasonable best efforts to cause the revocation of any such consents.
(c) The size of the Board shall be fixed at no more than seven directors until the end of the Commitment Period; provided, however, that the Board shall in good faith consider adding, but shall not be obliged to add, a possible eighth director in connection with the 2017 Annual Meeting of Shareholders and a possible ninth director in connection with the 2018 ...