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In evaluating candidates for nomination as a director, the Nominating Committee considers other criteria, including the candidate's history of achievement and superior standards, ability to think strategically, willingness to share examples based upon experience, policy-making experience, and ability to articulate a ...
Rule 14a-8 of the Securities Exchange Act of 1934 provides a framework allowing a public company shareholder to request that a proposal be included in the company's proxy statement, to be voted upon at a company's shareholder meeting.
On August 25, 2010, the SEC adopted Rule 14a-11, mandating proxy access at all public companies. Any shareholder or shareholder group that held more than 3% of a public company's shares for more than 3 years would be eligible to nominate candidates for up to 25% of the company's board seats (the ?Rule 14a-11 Formula?).
Under the company's Bylaws, a shareholder wishing to nominate a director at a shareholders meeting must deliver written notice to the company's corporate secretary of the intention to make such a nomination.
On August 25, the SEC adopted the highly controversial ?proxy access? rules requiring company proxy materials to provide shareholders with information about, and an ability to vote for, shareholder-nominated candidates for director.