Board Declassification. (i) The Board and all applicable committees of the Board shall take all necessary actions to seek the approval of the Company’s stockholders at the 2022 Annual Meeting of an amendment to the Charter to declassify the structure of the Board (the “Declassification Proposal”) such that, if approved by the Company’s stockholders in accordance with the Charter, the Bylaws and the DGCL, then (A) the Company’s Class II directors (including Xx. X’Xxxxx) with terms expiring at the 2022 Annual Meeting shall stand for election at such meeting and subsequent annual meetings for one-year terms expiring at the next annual meeting of stockholders, (B) the Company’s Class III directors with terms expiring at the 2023 Annual Meeting shall stand for election at such meeting and subsequent annual meetings for one-year terms expiring at the next annual meeting of stockholders and (C) the Company’s Class I directors with terms expiring at the 2024 annual meeting of stockholders shall stand for election at such meeting and subsequent annual meetings for one-year terms expiring at the next annual meeting of stockholders, and in each case as to clauses (A), (B) and (C), until each such director’s successor is duly elected and qualified.
(ii) The Board shall recommend in favor of, and use its reasonable best efforts to solicit stockholder approval of the Declassification Proposal at the 2022 Annual Meeting and to have all directors and executive officers of the Company vote all shares beneficially owned by them and over which they have voting control in favor of the Declassification Proposal. Without limiting the foregoing, the Company agrees to (x) engage a nationally recognized proxy solicitor on reasonable and customary terms to solicit stockholder approval of the Declassification Proposal and (y) to adjourn the 2022 Annual Meeting for up to two (2) weeks (with the length of any such adjournment to be determined by the Company in reasonable consultation with the Engaged Group and consistent with the desire to approve the Declassification Proposal) to solicit additional stockholder support for the Declassification Proposal if as of immediately prior to the commencement of the 2022 Annual Meeting at least 66-2/3% of the outstanding Common Stock has not voted in favor of the Declassification Proposal.
Board Declassification. The Board shall take all action necessary to provide shareholders with a binding vote to declassify the Board at the 2014 Annual Meeting. If, in the Board’s good faith determination, it is not possible to hold such a vote at the 2014 Annual Meeting, then the Board shall call and hold a special shareholders’ meeting for the purpose of providing shareholders with a binding vote to declassify the Board. Any declassification of the Board shall not shorten the term of any existing director. The Company covenants and agrees that at least a majority of the directors will stand for election at the 2015 Annual Meeting.
Board Declassification. In accordance with the Company’s Restated Charter, Amended and Restated Bylaws and applicable state law, the Company will submit, recommend and solicit proxies in favor of a resolution for consideration by its shareholders at the 2008 Annual Meeting to declassify the Company’s Board to provide for the annual election of all directors (the “Declassification Proposal”). Under such proposal, if approved by the Company’s shareholders, the first of such annual elections would take place at the Company’s 2008 Annual Meeting, with (i) each of the Company’s incumbent directors whose term expires at the 2008 Annual Meeting and who is re-nominated by the Company to be elected to one-year terms ending at the 2009 Annual Meeting, (ii)
Board Declassification. In accordance with the Company’s Restated Articles of Incorporation, Amended and Restated Bylaws and applicable state law, the Company will submit, recommend and actively solicit proxies in favor of a resolution for approval by its shareholders at the 2008 Annual Meeting to declassify the Company’s Board to provide for the annual election of all directors (the “Declassification Proposal”). The Company will seek to have such Declassification Proposal classified as a “routine matter” under New York Stock Exchange rules. Under such proposal, if approved by the Company’s shareholders, the first of such annual elections would take place at the Company’s 2009 Annual Meeting. The members of the Board will vote all of their shares in favor of the Declassification Proposal.
Board Declassification. In accordance with the Company’s Charter and Bylaws and applicable state law, the Company will submit and recommend a binding resolution for approval by its stockholders at the Company’s annual meeting of stockholders to be held in 2009 to declassify the Company’s Board to provide for the annual election of all directors (the “Declassification Proposal”). Under such proposal, if approved by the Company’s Stockholders, the first of such annual elections would take place at the Company’s annual meeting of Stockholders to be held in 2010. The Company will also submit for stockholder approval, as previously announced, the ratification of the Shareholder Rights Plan, and if not ratified by stockholders, terminate the Shareholder Rights Plan.
Board Declassification. The Company agrees that promptly following the execution of this Agreement (not to exceed two trading days), the Company will issue a press release substantially in the form of Exhibit A attached hereto, setting forth the Company’s commitment to begin a phased declassification of the Board (the “Board Declassification”).
Board Declassification. In accordance with the Company’s Restated Certificate of Incorporation (the “Certificate”), Amended and Restated Bylaws (the “Bylaws”) and applicable state law, the Company will submit, recommend and solicit proxies in favor of a resolution for consideration by its stockholders at the 2016 Annual Meeting to declassify the Company’s Board to provide for the annual election of all directors (the “Declassification Proposal”). Under such proposal, if approved by the Company’s stockholders, the first of such annual election of directors with one year terms would take place at the Company’s 2017 Annual Meeting.
Board Declassification. In accordance with the Bylaws, in connection with its 2007 Annual Meeting of Shareholders (the "2007 Annual Meeting"), the Company shall submit a resolution to its shareholders at the 2007 Annual Meeting to declassify the Company's Board and provide for the annual election of all directors (the "Declassification Proposal"), the first of such annual elections to take place at the Company's 2008 Annual Meeting of Shareholders (the "2008 Annual Meeting"). The Company shall include the Declassification Proposal in its notice of meeting and its proxy statement for the 2007 Annual Meeting, shall recommend to shareholders their approval and adoption of the Declassification Proposal, and shall solicit proxies for the Declassification Proposal in the same manner as other proposals to shareholders in the Company's proxy statement for the 2007 Annual Meeting. All members of the Company's Board have agreed to support and vote for the Declassification Proposal and to solicit and actively seek the approval of the Declassification Proposal.
Board Declassification. The Company agrees that following the execution of this Agreement, the Board and all applicable committees of the Board shall take all necessary actions to seek the approval of the Company’s stockholders at the 2023 Annual Meeting of an amendment to the Certificate of Incorporation (as defined below) to declassify the structure of the Board, such that all directors up for election beginning with the 2023 Annual Meeting will be elected for a one year term (assuming stockholder approval of the amendment to the Certificate of Incorporation providing for such declassification), with the Board becoming fully declassified by the 2025 Annual Meeting.
Board Declassification. In accordance with the Company’s Articles of Incorporation, Bylaws and applicable state law, the Board will approve and submit, recommend and solicit proxies in favor of a resolution for consideration by its shareholders at the 2008 Annual Meeting to declassify the Company’s Board to provide for the annual election of all directors (the “Declassification Proposal”). Under such proposal, if approved by the Company’s shareholders, the first of such annual elections would take place at the Company’s 2009 Annual Meeting, with each of the Company’s incumbent directors whose term expires at the 2009 Annual Meeting and who is re-nominated by the Company to be elected to one-year terms ending at the 2010 Annual Meeting. At the 2010 Annual Meeting, each directorship, other than those held by incumbent directors whose term expires at the 2011 Annual Meeting, would be subject to election for one-year terms. At the Company’s 2011 Annual Meeting of Shareholders, all of the Company’s directors would be elected to one-year terms.
