Michigan
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1-9804
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38-2766606
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(State or other jurisdiction
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(Commission
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(IRS Employer
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of incorporation)
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File Number)
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Identification No.)
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Director Nominee
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Voted For
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Against
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Abstain
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Broker
Non-Votes |
||||
Brian P. Anderson
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247,936,485
|
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4,120,925
|
|
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2,555,677
|
|
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31,081,906
|
|
Bryce Blair
|
|
240,880,042
|
|
|
10,386,513
|
|
|
3,346,532
|
|
|
31,081,906
|
|
Richard W. Dreiling
|
|
250,622,738
|
|
|
3,155,572
|
|
|
834,777
|
|
|
31,081,906
|
|
Thomas J. Folliard
|
|
251,870,053
|
|
|
1,903,209
|
|
|
839,825
|
|
|
31,081,906
|
|
Joshua Gotbaum
|
|
250,918,884
|
|
|
2,326,986
|
|
|
1,367,217
|
|
|
31,081,906
|
|
Cheryl W. Grisé
|
|
250,660,924
|
|
|
2,991,559
|
|
|
960,604
|
|
|
31,081,906
|
|
André J. Hawaux
|
|
251,746,682
|
|
|
1,901,980
|
|
|
964,425
|
|
|
31,081,906
|
|
Ryan R. Marshall
|
|
252,461,839
|
|
|
1,172,852
|
|
|
978,396
|
|
|
31,081,906
|
|
Patrick J. O’Leary
|
|
247,627,377
|
|
|
5,459,862
|
|
|
1,525,848
|
|
|
31,081,906
|
|
John R. Peshkin
|
|
251,533,233
|
|
|
1,576,408
|
|
|
1,503,446
|
|
|
31,081,906
|
|
Scott F. Powers
|
|
250,434,496
|
|
|
2,670,685
|
|
|
1,507,906
|
|
|
31,081,906
|
|
William J. Pulte
|
|
234,837,806
|
|
|
18,475,000
|
|
|
1,300,281
|
|
|
31,081,906
|
|
Voted For
|
|
Voted Against
|
|
Abstain
|
|||
280,674,620
|
|
|
4,140,579
|
|
|
879,794
|
|
Voted For
|
|
Voted Against
|
|
Abstain
|
|
Broker Non-Votes
|
||||
239,855,714
|
|
|
12,887,426
|
|
|
1,869,947
|
|
|
31,081,906
|
|
One Year
|
|
Two Years
|
|
Three Years
|
|
Abstain
|
|
Broker
Non-Votes |
|||||
232,232,845
|
|
|
420,555
|
|
|
21,063,273
|
|
|
896,414
|
|
|
31,081,906
|
|
|
|
|
PULTEGROUP, INC.
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Date:
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May 5, 2017
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By:
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/s/ Todd N. Sheldon
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Name:
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Todd N. Sheldon
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Title:
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Executive Vice President, Chief Legal Officer, and Corporate Secretary
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(a)
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Amend the Articles of Incorporation.
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(b)
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Adopt an agreement of merger or consolidation.
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(c)
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Recommend to the shareholders the sale, lease or exchange of all or substantially all of the Corporations property and assets.
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(d)
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Recommend to the shareholders a dissolution of the Corporation or a revocation of a dissolution.
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(e)
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Amend the By-Laws of the Corporation.
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(f)
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Fill vacancies in the Board.
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(g)
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Fix compensation of the directors for serving on the Board or on a committee.
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(h)
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Declare a dividend.
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(i)
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Authorize the issuance of stock.
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1.
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Recommending to the Board of Directors the engaging and discharging of the independent auditors.
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2.
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Directing and supervising special investigations.
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3.
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Reviewing with the independent auditors the plan (including the scope, fee and timing) of the audit and reviewing with the independent auditors the results of the auditing engagement.
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4.
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Approving of each professional service to be provided by the independent auditors prior to the performance of such service, including the fee arrangement for such services.
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5.
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Reviewing with the independent auditors and management the proposed annual earnings report before the annual earnings report is released to the public.
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6.
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Approving any change in accounting principles and practices and any significant proposed adjustments to any financial statements.
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7.
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Reviewing with the independent auditors and management the Corporation’s policies and procedures with respect to, and the adequacy of, the Corporation’s internal auditing, accounting and financial controls.
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8.
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Reviewing on a periodic basis the Corporation’s business practices policy and inquiring on any deviations from that policy.
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9.
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Reviewing with the independent auditors management’s response to recommendations made by the auditors to management as a result of the audit or otherwise, including any recommendations relating to internal accounting controls, choice of accounting principles or management systems and determining the extent to which the recommendations by the independent auditors have been implemented.
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10.
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Performing any other functions assigned to the Audit Committee by the Board of Directors.
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1.
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Recommendation to the Board of Directors of the compensation arrangements for senior management and directors.
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2.
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Recommendation to the Board of compensation plans in which officers or directors are eligible to participate.
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3.
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Granting of options under the Company’s Stock Option Plans.
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a.
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Definitions
. For purposes of this Section 3.11, the following terms shall have the following meanings:
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i.
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“
Compensation Arrangement
” shall mean any direct or indirect compensatory, payment or other financial agreement, arrangement or understanding with any person or entity other than the Corporation, including, without limitation, any agreement, arrangement or understanding with respect to any direct or indirect compensation, reimbursement or indemnification in connection with candidacy, service or action as a nominee or as a director.
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ii.
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“
Eligible Shareholder
” shall mean a person who has either (1) been a record holder of the shares of common shares of the Corporation used to satisfy the eligibility requirements in 3.11.d continuously for the required three-year period or (2) provides to the Secretary of the Corporation, within the time period referred to in Section 3.11(e), evidence of continuous Ownership of such shares for such three-year period from one or more securities intermediaries.
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iii.
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“
Maximum Number
” shall mean that number of directors constituting the greater of (x) two and (y) 20% of the total number of directors of the Corporation on the last day on which a Nomination Notice may be submitted pursuant to this Section 3.11 (rounded down to the nearest whole number), which number shall be reduced as set forth in Section 3.11.c.i.
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iv.
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“
Minimum Number
” shall mean 3% of the number of outstanding common shares of the Corporation as of the most recent date for which such amount is given in any filing by the Corporation with the Securities and Exchange Commission prior to the submission of the Nomination Notice.
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v.
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“
Nominating Shareholder
” shall mean any Eligible Shareholder or group of up to 20 shareholders (a “
Nominator Group
”) that, collectively as a group, satisfy the requirements to qualify as an Eligible Shareholder, that (1) has (individually and collectively, in the case of a Nominator Group) satisfied all applicable conditions and complied with all applicable procedures set forth in this Section 3.11
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vi.
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“
Nomination Notice
” shall mean all information and documents that a Nominating Shareholder is required to submit to the Secretary of the Corporation pursuant to Section 3.11f.
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vii.
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“
Own
,” “
Owned
” or “
Owning
” shall mean those outstanding common shares of the Corporation with respect to which a shareholder possesses both:
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1.
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the full voting and investment rights pertaining to the shares; and
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2.
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the full economic interest in (including the opportunity for profit and risk of loss on) such shares;
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A.
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sold by such shareholder or any of its affiliates in any transaction that has not been settled or closed, including any short sale;
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B.
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borrowed by such shareholder or any of its affiliates for any purposes or purchased by such shareholder or any of its affiliates pursuant to an agreement to resell; or
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C.
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subject to any option, warrant, forward contract, swap, contract of sale, other derivative or similar agreement entered into by such shareholder or any of its affiliates, whether any such instrument or agreement is to be settled with shares or with cash based on the notional amount or value of outstanding common shares of the Corporation, in any such case which instrument or agreement has, or is intended to have, or if exercised by either party thereto would have, the purpose or effect of reducing in any manner, to any extent or at any time in the future, such shareholder’s or affiliates’ full right to vote or direct the voting of any such shares, and/or hedging, offsetting or altering to any degree gain or loss arising from the full economic Ownership of such shares by such shareholder or affiliate, other than any such arrangements solely involving a national or multi-national multi-industry market index.
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viii.
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“
Shareholder Nominee
” shall mean any person nominated for election pursuant to this Section 3.11.
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ix.
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“
Stock Exchange Rules
” shall mean the rules of any stock exchange on which the Corporation’s securities are traded.
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x.
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“
Voting Commitment
” shall mean any agreement, arrangement or understanding with, and any commitment or assurance to, any person or entity as to how a person, if elected as a director of the Corporation, will act or vote on any issue or question.
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i.
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the name of any Shareholder Nominee, which shall also be included on the Corporation’s form of proxy and ballot;
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ii.
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disclosure about the Shareholder Nominee and the Nominating Shareholder required under the rules of the Securities and Exchange Commission or other applicable law to be included in the proxy statement;
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iii.
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any statement included by the Nominating Shareholder in the Nomination Notice for inclusion in the proxy statement in support of the Shareholder Nominee’s election to the Board of Directors (subject, without limitation, to Section 3.11.g), if such statement does not exceed 500 words; and
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iv.
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v.
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any other information that the Corporation or the Board of Directors determines, in its discretion, to include in the proxy statement relating to the nomination of the Shareholder Nominee, including, without limitation, any statement in opposition to the nomination, information relating to any Compensation Arrangement and/or Voting Commitment, and any of the information provided pursuant to this Section 3.11.
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i.
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The Corporation shall not be required to include in the proxy statement for an annual meeting of shareholders more Shareholder Nominees than the Maximum Number. In the event that one or more vacancies for any reason occurs on the Board of Directors after the deadline set forth in Section 3.11.e but before the date of the annual meeting and the Board of Directors resolves to reduce the size of the board in connection therewith, the Maximum Number shall be calculated based on the number of directors in office as so reduced. The Maximum Number for a particular annual meeting shall be reduced by:
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1.
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Shareholder Nominees whose nominations for election at such annual meeting are subsequently withdrawn;
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2.
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Shareholder Nominees who the Board of Directors itself decides to nominate for election at such annual meeting;
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3.
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any director candidate for which the Corporation shall have received one or more valid shareholder notices (whether or not withdrawn) nominating director candidates pursuant to Section 3.10, other than any such director referred to in this clause 3 who at the time of such annual meeting will have served as director continuously, as a nominee of the Board of Directors, for at least two annual terms, but only to the extent the maximum number after such reduction with respect to this clause 3 equals or exceeds one;
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4.
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the number of incumbent directors or director candidates (including, without limitation, candidates who are not Shareholder Nominees) that in either case will be included in the Corporation’s proxy statement for an annual meeting of shareholders as an unopposed (by the Corporation) nominee pursuant to any agreement, arrangement or other understanding with any shareholder or group of shareholders (other than any such agreement, arrangement or understanding entered into in connection with an acquisition of common shares of the Corporation, by such shareholder or group of shareholders, from the Corporation), other than any such director referred to in this clause 4 who at the time of such annual meeting will have served as a director continuously, as a nominee of the Board of Directors, for at least two annual terms, but only to the extent the maximum number after such reduction with respect to this clause 4 equals or exceeds one; and
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5.
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the number of incumbent directors who had been Shareholder Nominees at any of the preceding two annual meetings of shareholders and whose reelection at the upcoming annual meeting is being recommended by the Board of Directors.
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ii.
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Any Nominating Shareholder submitting more than one Shareholder Nominee for inclusion in the Corporation’s proxy materials pursuant to this Section 3.11 shall rank such Shareholder Nominees based on the order that the Nominating Shareholder desires such Shareholder Nominees to be selected for inclusion in the Corporation’s proxy materials. In the event that the number of Shareholder Nominees submitted by Nominating Shareholders pursuant to this Section 3.11 exceeds the Maximum Number, the highest ranking Shareholder Nominee who meets the requirements of this Section 3.11 from each Nominating Shareholder will be selected for inclusion in the Corporation’s proxy materials until the Maximum Number is reached, going in order of the amount (largest to smallest) of common shares of the Corporation each Nominating Shareholder Owns, as disclosed in its respective Nomination Notice submitted to the Corporation. This selection process will continue with the next highest ranked nominees as many times as necessary, following the same order each time, until the Maximum Number is reached.
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i.
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An Eligible Shareholder or Nominator Group may submit a nomination in accordance with this Section 3.11 only if the person or group (in the aggregate) has continuously Owned at least the Minimum Number (as adjusted for any stock splits, stock dividends or similar events) of common shares of the Corporation throughout the three-year period preceding and including the date of submission of the Nomination Notice, and continues to Own at least the Minimum Number of shares through the date of the annual meeting. The following shall be treated as one Eligible Shareholder or one member of a Nominator Group if such Eligible Shareholder or member of a Nominator Group shall provide together with the Nomination Notice documentation that demonstrates compliance with the following criteria:
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1.
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funds under common management and investment control;
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2.
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funds under common management and funded primarily by the same employer; or
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3.
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a “family of investment companies” or a “group of investment companies” (each as defined in the Investment Company Act of 1940, as amended).
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ii.
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No shareholder shall be permitted to be in more than one Nominator Group, and if any shareholder appears as a member of more than one Nominator Group, or as a member of a Nominator Group and as a Nominating Shareholder without any such group, such shareholder shall be deemed to be a member of only the Nominator Group that has the largest Ownership position as reflected in the Nomination Notice and is not permitted to act as a Nominating Shareholder separate from such Nominator Group.
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i.
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documentary evidence in the form of one or more written statements from the record holder of the shares (and from each intermediary through which the shares are or have been held during the requisite three-year holding period, provided that each such intermediary must be a participant in the Depository Trust Company or an affiliate of a participant in the Depository Trust Company) verifying and certifying that, as of a date within seven calendar days prior to the date of the Nomination Notice, the Nominating Shareholder Owns, and has continuously Owned for the preceding three years, the Minimum Number of shares, and the Nominating Shareholder’s agreement to provide, within five business days after the record date for the annual meeting, documentary evidence in the form of written statements from the record holder and intermediaries verifying and certifying the Nominating Shareholder’s continuous Ownership of the Minimum Number of shares through the record date;
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ii.
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an undertaking to provide immediate notice if the Nominating Shareholder ceases to Own the Minimum Number of shares prior to the date of the annual meeting;
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iii.
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a copy of the Schedule 14N (or any successor form) relating to the Shareholder Nominee, completed and filed with the Securities and Exchange Commission by the Nominating Shareholder as applicable, in accordance with Securities and Exchange Commission rules;
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iv.
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the written consent of each Shareholder Nominee to being named in the Corporation’s proxy statement, form of proxy and ballot as a nominee and to serving as a director if elected;
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v.
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a written notice of the nomination of such Shareholder Nominee that includes the following additional information, agreements, representations and warranties by the Nominating Shareholder (including, for the avoidance of doubt, each member of a Nominator Group):
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1.
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the information and other deliverables that would be required to be set forth in a shareholder’s notice of nomination pursuant to Section 3.10 of this Article III, as if the Nominating Shareholder were proposing a director nominee under that section;
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2.
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to the extent not included in the response to paragraph (1) above, a detailed description of all direct and indirect material compensation and other monetary agreements, arrangements and understandings during the past three years, and any other material relationships, between or among the Nominating Shareholder, on the one hand, and each Shareholder Nominee, on the other hand, including, without limitation, all information that would be required to be disclosed pursuant to Item 404 promulgated under Regulation S−K (or its successor Item) if the Nominating Shareholder were the “registrant” for purposes of such item and the Shareholder Nominee were a director or executive officer of such registrant;
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3.
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the details of any relationship that existed within the past three years and that would have been described pursuant to Item 6(e) of Schedule 14N (or any successor item) if it existed on the date of submission of the Schedule 14N;
|
4.
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a representation and warranty that the Nominating Shareholder did not acquire, and is not holding, securities of the Corporation for the purpose or with the effect of influencing or changing control of the Corporation;
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5.
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a representation and warranty that the Nominating Shareholder has not nominated and will not nominate for election to the Board of Directors at the annual meeting any person other than such Nominating Shareholder’s Shareholder Nominee(s);
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6.
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a representation and warranty that the Nominating Shareholder has not engaged in and will not engage in a “solicitation” within the meaning of Rule 14a-1(l) under the Exchange Act with respect to the annual meeting, other than with respect to such Nominating Shareholder’s Shareholder Nominee(s) or any nominee of the Board of Directors;
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7.
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a representation and warranty that the Nominating Shareholder will not use or distribute any proxy card other than the Corporation’s proxy card in soliciting shareholders in connection with the election of a Shareholder Nominee at the annual meeting;
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8.
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a representation and warranty that the Shareholder Nominee’s candidacy or, if elected, board membership would not violate applicable state or federal law or Stock Exchange Rules ;
|
9.
|
a representation and warranty that the Shareholder Nominee: (A) qualifies as independent under the Stock Exchange Rules and any publicly disclosed standards used by the Board of Directors in determining and disclosing the independence of the directors; and (B) is not and has not been subject to any event specified in Rule 506(d)(1) of Regulation D (or any successor rule) under the Securities Act of 1933 or Item 401(f) of Regulation S-K (or any successor rule) under the Exchange Act, without reference to whether the event is material to an evaluation of the ability or integrity of the Shareholder Nominee;
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10.
|
a representation and warranty that the Nominating Shareholder satisfies the eligibility requirements set forth in Section 3.11.d.;
|
11.
|
a representation and warranty that the Nominating Shareholder will continue to satisfy the eligibility requirements described in Section 3.11.d. through the date of the annual meeting ;
|
12.
|
the details of any position of the Shareholder Nominee as an officer or director of any competitor (that is, any entity that provides products or services that compete with or are alternatives to the principal products produced or services provided by the Corporation or its affiliates) of the Corporation, within the three years preceding the submission of the Nomination Notice;
|
13.
|
if desired, a statement for inclusion in the proxy statement in support of the Shareholder Nominee’s election to the Board of Directors; provided, that any such statement shall not exceed 500 words and shall fully comply with Section 14 of the Exchange Act; and;
|
14.
|
in the case of a nomination by a Nominator Group, the designation by all group members of one group member that is authorized to act on behalf of all group members with respect to matters relating to the nomination, including withdrawal of the nomination;
|
vi.
|
an executed agreement (which form of agreement shall be provided to the Nominating Shareholder by the Secretary upon written request), which must be submitted within ten days of the Nominating Shareholder’s first submission of the Nomination Notice, pursuant to which the Nominating Shareholder (including each member of a Nominator Group) agrees:
|
1.
|
to comply with all applicable laws, rules and regulations in connection with the nomination, solicitation and election;
|
2.
|
to file any written solicitation or other communication with the Corporation’s shareholders relating to one or more of the Corporation’s directors or director nominees or any Shareholder Nominee with the Securities and Exchange Commission;
|
3.
|
to assume all liability stemming from any action, suit or proceeding concerning any actual or alleged legal or regulatory violation arising out of any communication by the Nominating Shareholder or the Shareholder Nominee nominated by such Nominating Shareholder with the Corporation, its shareholders or any other person, including, without limitation, the Nomination Notice, in each case, in connection the Shareholder Nominee’s and the Nominating Shareholder’s efforts to elect the Shareholder Nominee pursuant to this Section 3.11;
|
4.
|
to indemnify and hold harmless (jointly with all other members of a Nominator Group, if applicable) the Corporation and each of its directors, officers and employees individually against any liability, loss, damages, expenses or other costs (including reasonable attorneys’ fees) incurred in connection with any action, suit or proceeding (whether threatened, pending or completed), whether legal, judicial, administrative or investigative, against the Corporation or any of its directors, officers or employees arising out of or relating to a failure or alleged failure of the Nominating Shareholder or Shareholder Nominee to comply with, or any breach or alleged breach of, its, or his or her, as applicable, obligations, agreements or representations under or pursuant to this Section 3.11, or otherwise arising out of any nomination, solicitation or other activity by any Eligible Shareholder or any member of a Nominator Group in connection with the Nominating Shareholder’s or the Shareholder Nominee’s efforts to elect the Shareholder Nominee pursuant to this Section 3.11;
|
5.
|
to promptly (and in any event within 48 hours of discovering such misstatement or omission) notify the Corporation and any other recipient of any misstatement or omission if information included in the Nomination Notice, or any other communication by the Nominating Shareholder (including with respect to any member of a Nominator Group) with the Corporation, its shareholders or any other person in connection with the nomination or
|
6.
|
in the event that the Nominating Shareholder (including any member of a Nominator Group) has failed to continue to satisfy the eligibility requirements described in Section 3.11.d., to promptly notify the Corporation;
|
vii.
|
an executed questionnaire (which form of questionnaire shall be provided to the Nominating Shareholder by the Secretary upon written request), which must be submitted within ten days of the Nominating Shareholder’s first submission of the Nomination Notice;
|
viii.
|
an executed agreement (which form of agreement shall be provided to the Nominating Shareholder by the Secretary upon written request), which must be submitted within ten days of the Nominating Shareholder’s first submission of the Nomination Notice, by the Shareholder Nominee:
|
1.
|
to provide to the Corporation such other information as it may reasonably request;
|
2.
|
that the Shareholder Nominee has read and agrees, if elected, to serve as a member of the Board of Directors, to adhere to the Corporation’s Corporate Governance Principles and Policies on Business Conduct and any other policies and guidelines applicable to directors; and
|
3.
|
that the Shareholder Nominee is not and will not become a party to (1) any Compensation Arrangement in connection with such person’s nomination or candidacy for director and/or such person’s service or action as a director of the Corporation that has not been disclosed to the Corporation prior to or concurrently with the Nominating Shareholder’s submission of the Nomination Notice, or (2) any Voting Commitment that has not been disclosed to the Corporation prior to or concurrently with the Nominating Shareholder’s submission of the Nomination Notice.
|
i.
|
If, after the deadline for submitting a Nomination Notice as set forth in Section 3.11.e a Nominating Shareholder becomes ineligible or withdraws its nomination or a Shareholder Nominee becomes ineligible or unwilling to serve on the Board of Directors, whether before or after the mailing of the definitive proxy statement, the Corporation:
|
1.
|
shall not be required to include in its proxy statement or on any ballot or form of proxy the Shareholder Nominee or any successor or replacement nominee proposed by the Nominating Shareholder or by any other Nominating Shareholder; and
|
2.
|
may otherwise communicate to its shareholders, including without limitation by amending or supplementing its proxy statement or ballot or form of proxy, that the Shareholder Nominee will not be included as a Shareholder Nominee in the proxy statement or on any ballot or form of proxy and will not be voted on at the annual meeting.
|
ii.
|
Notwithstanding anything to the contrary contained in this Section 3.11, the Corporation may omit from its proxy materials any Shareholder Nominee, and any information concerning such Shareholder Nominee (including a Nominating Shareholder’s statement in support), and in such case no vote on such Shareholder Nominee will occur (notwithstanding that proxies in respect of such vote may have been received by the Corporation), and the Nominating Shareholder may not, after the last day on which a Nomination Notice would be timely, cure in any way any defect preventing the nomination of the Shareholder Nominee, if:
|
1.
|
the Nominating Shareholder has engaged in a “solicitation” within the meaning of Rule 14a-1(l) under the Exchange Act with respect to the annual meeting, other than with respect to such Nominating Shareholder’s Shareholder Nominee(s) or any nominee of the Board of Directors;
|
2.
|
the Nominating Shareholder or the designated lead group member of a Nominator Group, as applicable, or any qualified representative thereof, does not appear at the annual meeting to present the nomination submitted in accordance with this Section 3.11;
|
3.
|
the Board of Directors, acting in good faith, determines that such Shareholder Nominee’s nomination or election to the Board of Directors would result in the Corporation violating or failing to be in compliance with these By-laws or the Corporation’s Certificate of Incorporation or any applicable law, rule or regulation to which the Corporation is subject, including the Stock Exchange Rules;
|
4.
|
the Shareholder Nominee was nominated for election to the Board of Directors pursuant to this Section 3.11 at one of the Corporation’s two preceding annual meetings of shareholders and either withdrew from or became ineligible or unavailable for election at such annual meeting or received a vote of less than 25% of the common shares entitled to vote for such Shareholder Nominee;
|
5.
|
the Shareholder Nominee has been, within the past three years, an officer or director of a competitor, as defined for purposes of Section 8 of the Clayton Antitrust Act of 1914, as amended; or
|
6.
|
the Nominating Shareholder has failed to continue to satisfy the eligibility requirements described in Section 3.11.d, any of the representations and warranties made in the Nomination Notice ceases to be true and accurate in all material respects (or the Nomination Notice omits a material fact necessary to make the statement made not misleading), the Shareholder
|
iii.
|
Notwithstanding anything to the contrary contained in this Section 3.11, the Corporation may omit from its proxy statement, or may supplement or correct, any information, including all or any portion of the statement in support of the Shareholder Nominee included in the Nomination Notice, if
|
1.
|
such information is not true in all material respects or omits a material statement necessary to make the statements made not misleading;
|
2.
|
such information directly or indirectly impugns the character, integrity or personal reputation of, or directly or indirectly makes charges concerning improper, illegal or immoral conduct or associations, without factual foundation, with respect to, any individual, Corporation, partnership, association or other entity, organization or governmental authority; or
|
3.
|
the inclusion of such information in the proxy statement would otherwise violate the Securities band Exchange Commission proxy rules or any other applicable law, rule or regulation.
|
iv.
|
The Corporation may solicit against, and include in the proxy statement its own statement relating to, any Shareholder Nominee.
|
|
(a)
|
|
the Record Date for determining the shareholders of record entitled to notice of, or to vote at, a meeting of shareholders shall be at the close of business on the day on which notice of the meeting is given, or, if no notice is given, at the close of business on the day next preceding the day on which the meeting is held;
|
|
(b)
|
|
the Record Date for determining shareholders entitled to express consent to an action in writing without a meeting, shall be as set forth in Section 2.9; and
|
|
(c)
|
|
the Record Date for determining shareholders for any other purpose shall be at the close of business on the day on which the Board of Directors first adopts a resolution relating thereto.
|
|
(a)
|
|
Waiver of objection to lack of notice or defective notice of the meeting, unless the shareholder at the beginning of the meeting objects to holding the meeting or transacting business at the meeting.
|
|
(b)
|
|
Waiver of objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the shareholder objects to considering the matter when it is presented.
|
|
(a)
|
|
Amend the Articles of Incorporation.
|
|
(b)
|
|
Adopt an agreement of merger or consolidation.
|
|
(c)
|
|
Recommend to the shareholders the sale, lease or exchange of all or substantially all of the Corporations property and assets.
|
|
(d)
|
|
Recommend to the shareholders a dissolution of the Corporation or a revocation of a dissolution.
|
|
(e)
|
|
Amend the By-Laws of the Corporation.
|
|
(f)
|
|
Fill vacancies in the Board.
|
|
(g)
|
|
Fix compensation of the directors for serving on the Board or on a committee.
|
|
(h)
|
|
Declare a dividend.
|
|
(i)
|
|
Authorize the issuance of stock.
|
|
1.
|
|
Recommending to the Board of Directors the engaging and discharging of the independent auditors.
|
|
2.
|
|
Directing and supervising special investigations.
|
|
3.
|
|
Reviewing with the independent auditors the plan (including the scope, fee and timing) of the audit and reviewing with the independent auditors the results of the auditing engagement.
|
|
4.
|
|
Approving of each professional service to be provided by the independent auditors prior to the performance of such service, including the fee arrangement for such services.
|
|
5.
|
|
Reviewing with the independent auditors and management the proposed annual earnings report before the annual earnings report is released to the public.
|
|
6.
|
|
Approving any change in accounting principles and practices and any significant proposed adjustments to any financial statements.
|
|
7.
|
|
Reviewing with the independent auditors and management the Corporation’s policies and procedures with respect to, and the adequacy of, the Corporation’s internal auditing, accounting and financial controls.
|
|
8.
|
|
Reviewing on a periodic basis the Corporation’s business practices policy and inquiring on any deviations from that policy.
|
|
9.
|
|
Reviewing with the independent auditors management’s response to recommendations made by the auditors to management as a result of the audit or otherwise, including any recommendations relating to internal accounting controls, choice of accounting principles or management systems and determining the extent to which the recommendations by the independent auditors have been implemented.
|
|
10.
|
|
Performing any other functions assigned to the Audit Committee by the Board of Directors.
|
|
1.
|
|
Recommendation to the Board of Directors of the compensation arrangements for senior management and directors.
|
|
2.
|
|
Recommendation to the Board of compensation plans in which officers or directors are eligible to participate.
|
|
3.
|
|
Granting of options under the Company’s Stock Option Plans.
|
a.
|
Definitions
. For purposes of this Section 3.11, the following terms shall have the following meanings:
|
i.
|
“
Compensation Arrangement
” shall mean any direct or indirect compensatory, payment or other financial agreement, arrangement or understanding with any person or entity other than the Corporation, including, without limitation, any agreement, arrangement or understanding with respect to any direct or indirect compensation, reimbursement or indemnification in connection with candidacy, service or action as a nominee or as a director.
|
ii.
|
“
Eligible Shareholder
” shall mean a person who has either (1) been a record holder of the shares of common shares of the Corporation used to satisfy the eligibility requirements in 3.11.d continuously for the required three-year period or (2) provides to the Secretary of the Corporation, within the time period referred to in Section 3.11(e), evidence of continuous Ownership of such shares for such three-year period from one or more securities intermediaries.
|
iii.
|
“
Maximum Number
” shall mean that number of directors constituting the greater of (x) two and (y) 20% of the total number of directors of the Corporation on the last day on which a Nomination Notice may be submitted pursuant to this Section 3.11 (rounded down to the nearest whole number), which number shall be reduced as set forth in Section 3.11.c.i.
|
iv.
|
“
Minimum Number
” shall mean 3% of the number of outstanding common shares of the Corporation as of the most recent date for which such amount is given in any filing by the Corporation with the Securities and Exchange Commission prior to the submission of the Nomination Notice.
|
v.
|
“
Nominating Shareholder
” shall mean any Eligible Shareholder or group of up to 20 shareholders (a “
Nominator Group
”) that, collectively as a group, satisfy the requirements to qualify as an Eligible Shareholder, that (1) has (individually and collectively, in the case of a Nominator Group) satisfied all applicable conditions and complied with all applicable procedures set forth in this Section 3.11 (including, without limitation, the timely submission of a Nomination Notice that meets the requirements set forth in this Section 3.11), and (2) has nominated a Shareholder Nominee.
|
vi.
|
“
Nomination Notice
” shall mean all information and documents that a Nominating Shareholder is required to submit to the Secretary of the Corporation pursuant to Section 3.11f.
|
vii.
|
“
Own
,” “
Owned
” or “
Owning
” shall mean those outstanding common shares of the Corporation with respect to which a shareholder possesses both:
|
1.
|
the full voting and investment rights pertaining to the shares; and
|
2.
|
the full economic interest in (including the opportunity for profit and risk of loss on) such shares;
|
A.
|
sold by such shareholder or any of its affiliates in any transaction that has not been settled or closed, including any short sale;
|
B.
|
borrowed by such shareholder or any of its affiliates for any purposes or purchased by such shareholder or any of its affiliates pursuant to an agreement to resell; or
|
C.
|
subject to any option, warrant, forward contract, swap, contract of sale, other derivative or similar agreement entered into by such shareholder or any of its affiliates, whether any such instrument or agreement is to be settled with shares or with cash based on the notional amount or value of outstanding common shares of the Corporation, in any such case which instrument or agreement has, or is intended to have, or if exercised by either party thereto would have, the purpose or effect of reducing in any manner, to any extent or at any time in the future, such shareholder’s or affiliates’ full right to vote or direct the voting of any such shares, and/or hedging, offsetting or altering to any degree gain or loss arising from the full economic Ownership of such shares by such shareholder or affiliate, other than any such arrangements solely involving a national or multi-national multi-industry market index.
|
viii.
|
“
Shareholder Nominee
” shall mean any person nominated for election pursuant to this Section 3.11.
|
ix.
|
“
Stock Exchange Rules
” shall mean the rules of any stock exchange on which the Corporation’s securities are traded.
|
x.
|
“
Voting Commitment
” shall mean any agreement, arrangement or understanding with, and any commitment or assurance to, any person or entity as to how a person, if elected as a director of the Corporation, will act or vote on any issue or question.
|
i.
|
the name of any Shareholder Nominee, which shall also be included on the Corporation’s form of proxy and ballot;
|
ii.
|
disclosure about the Shareholder Nominee and the Nominating Shareholder required under the rules of the Securities and Exchange Commission or other applicable law to be included in the proxy statement;
|
iii.
|
any statement included by the Nominating Shareholder in the Nomination Notice for inclusion in the proxy statement in support of the Shareholder Nominee’s election to the Board of Directors (subject, without limitation, to Section 3.11.g), if such statement does not exceed 500 words; and
|
iv.
|
|
v.
|
any other information that the Corporation or the Board of Directors determines, in its discretion, to include in the proxy statement relating to the nomination of the Shareholder Nominee, including, without limitation, any statement in opposition to the nomination, information relating to any Compensation Arrangement and/or Voting Commitment, and any of the information provided pursuant to this Section 3.11.
|
i.
|
The Corporation shall not be required to include in the proxy statement for an annual meeting of shareholders more Shareholder Nominees than the Maximum Number. In the event that one or more vacancies for any reason occurs on the Board of Directors after the deadline set forth in Section 3.11.e but before the date of the annual meeting and the Board of Directors resolves to reduce the size of the board in connection therewith, the Maximum Number shall be calculated based on the number of directors in office as so reduced. The Maximum Number for a particular annual meeting shall be reduced by:
|
1.
|
Shareholder Nominees whose nominations for election at such annual meeting are subsequently withdrawn;
|
2.
|
Shareholder Nominees who the Board of Directors itself decides to nominate for election at such annual meeting;
|
3.
|
any director candidate for which the Corporation shall have received one or more valid shareholder notices (whether or not withdrawn) nominating director candidates pursuant to Section 3.10, other than any such director referred to in this clause 3 who at the time of such annual meeting will have served as director continuously, as a nominee of the Board of Directors, for at least two annual terms, but only to the extent the maximum number after such reduction with respect to this clause 3 equals or exceeds one;
|
4.
|
the number of incumbent directors or director candidates (including, without limitation, candidates who are not Shareholder Nominees) that in either case will be included in the Corporation’s proxy statement for an annual meeting of shareholders as an unopposed (by the Corporation) nominee pursuant to any agreement, arrangement or other understanding with any shareholder or group of shareholders (other than any such agreement, arrangement or
|
5.
|
the number of incumbent directors who had been Shareholder Nominees at any of the preceding two annual meetings of shareholders and whose reelection at the upcoming annual meeting is being recommended by the Board of Directors.
|
ii.
|
Any Nominating Shareholder submitting more than one Shareholder Nominee for inclusion in the Corporation’s proxy materials pursuant to this Section 3.11 shall rank such Shareholder Nominees based on the order that the Nominating Shareholder desires such Shareholder Nominees to be selected for inclusion in the Corporation’s proxy materials. In the event that the number of Shareholder Nominees submitted by Nominating Shareholders pursuant to this Section 3.11 exceeds the Maximum Number, the highest ranking Shareholder Nominee who meets the requirements of this Section 3.11 from each Nominating Shareholder will be selected for inclusion in the Corporation’s proxy materials until the Maximum Number is reached, going in order of the amount (largest to smallest) of common shares of the Corporation each Nominating Shareholder Owns, as disclosed in its respective Nomination Notice submitted to the Corporation. This selection process will continue with the next highest ranked nominees as many times as necessary, following the same order each time, until the Maximum Number is reached.
|
i.
|
An Eligible Shareholder or Nominator Group may submit a nomination in accordance with this Section 3.11 only if the person or group (in the aggregate) has continuously Owned at least the Minimum Number (as adjusted for any stock splits, stock dividends or similar events) of common shares of the Corporation throughout the three-year period preceding and including the date of submission of the Nomination Notice, and continues to Own at least the Minimum Number of shares through the date of the annual meeting. The following shall be treated as one Eligible Shareholder or one member of a Nominator Group if such Eligible Shareholder or member of a Nominator Group shall provide together with the Nomination Notice documentation that demonstrates compliance with the following criteria:
|
1.
|
funds under common management and investment control;
|
2.
|
funds under common management and funded primarily by the same employer; or
|
3.
|
a “family of investment companies” or a “group of investment companies” (each as defined in the Investment Company Act of 1940, as amended).
|
ii.
|
No shareholder shall be permitted to be in more than one Nominator Group, and if any shareholder appears as a member of more than one Nominator Group, or as a member of a Nominator Group and as a Nominating Shareholder without any such group, such shareholder shall be deemed to be a member of only the Nominator Group that has the largest Ownership position as reflected in the Nomination Notice and is not permitted to act as a Nominating Shareholder separate from such Nominator Group.
|
i.
|
documentary evidence in the form of one or more written statements from the record holder of the shares (and from each intermediary through which the shares are or have been held during the requisite three-year holding period, provided that each such intermediary must be a participant in the Depository Trust Company or an affiliate of a participant in the Depository Trust Company) verifying and certifying that, as of a date within seven calendar days prior to the date of the Nomination Notice, the Nominating Shareholder Owns, and has continuously Owned for the preceding three years, the Minimum Number of shares, and the Nominating Shareholder’s agreement to provide, within five business days after the record date for the annual meeting, documentary evidence in the form of written statements from the record holder and intermediaries verifying and certifying the Nominating Shareholder’s continuous Ownership of the Minimum Number of shares through the record date;
|
ii.
|
an undertaking to provide immediate notice if the Nominating Shareholder ceases to Own the Minimum Number of shares prior to the date of the annual meeting;
|
iii.
|
a copy of the Schedule 14N (or any successor form) relating to the Shareholder Nominee, completed and filed with the Securities and Exchange Commission by the Nominating Shareholder as applicable, in accordance with Securities and Exchange Commission rules;
|
iv.
|
the written consent of each Shareholder Nominee to being named in the Corporation’s proxy statement, form of proxy and ballot as a nominee and to serving as a director if elected;
|
v.
|
a written notice of the nomination of such Shareholder Nominee that includes the following additional information, agreements, representations and warranties by the Nominating Shareholder (including, for the avoidance of doubt, each member of a Nominator Group):
|
1.
|
the information and other deliverables that would be required to be set forth in a shareholder’s notice of nomination pursuant to Section 3.10 of this Article III, as if the Nominating Shareholder were proposing a director nominee under that section;
|
2.
|
to the extent not included in the response to paragraph (1) above, a detailed description of all direct and indirect material compensation and other monetary agreements, arrangements and understandings during the past three years, and any other material relationships, between or among the Nominating Shareholder, on the one hand, and each Shareholder Nominee, on the other hand, including, without limitation, all information that would be required to be disclosed pursuant to Item 404 promulgated under Regulation S−K (or its successor Item) if the Nominating Shareholder were the “registrant” for purposes of such item and the Shareholder Nominee were a director or executive officer of such registrant;
|
3.
|
the details of any relationship that existed within the past three years and that would have been described pursuant to Item 6(e) of Schedule 14N (or any successor item) if it existed on the date of submission of the Schedule 14N;
|
4.
|
a representation and warranty that the Nominating Shareholder did not acquire, and is not holding, securities of the Corporation for the purpose or with the effect of influencing or changing control of the Corporation;
|
5.
|
a representation and warranty that the Nominating Shareholder has not nominated and will not nominate for election to the Board of Directors at the annual meeting any person other than such Nominating Shareholder’s Shareholder Nominee(s);
|
6.
|
a representation and warranty that the Nominating Shareholder has not engaged in and will not engage in a “solicitation” within the meaning of Rule 14a-1(l) under the Exchange Act with respect to the annual meeting, other than with respect to such Nominating Shareholder’s Shareholder Nominee(s) or any nominee of the Board of Directors;
|
7.
|
a representation and warranty that the Nominating Shareholder will not use or distribute any proxy card other than the Corporation’s proxy card in soliciting shareholders in connection with the election of a Shareholder Nominee at the annual meeting;
|
8.
|
a representation and warranty that the Shareholder Nominee’s candidacy or, if elected, board membership would not violate applicable state or federal law or Stock Exchange Rules ;
|
9.
|
a representation and warranty that the Shareholder Nominee: (A) qualifies as independent under the Stock Exchange Rules and any publicly disclosed standards used by the Board of Directors in determining and disclosing the independence of the directors; and (B) is not and has not been subject to any event specified in Rule 506(d)(1) of Regulation D (or any successor rule) under the Securities Act of 1933 or Item 401(f) of Regulation S-K (or any successor rule) under the Exchange Act, without reference to whether the event is material to an evaluation of the ability or integrity of the Shareholder Nominee;
|
10.
|
a representation and warranty that the Nominating Shareholder satisfies the eligibility requirements set forth in Section 3.11.d.;
|
11.
|
a representation and warranty that the Nominating Shareholder will continue to satisfy the eligibility requirements described in Section 3.11.d. through the date of the annual meeting ;
|
12.
|
the details of any position of the Shareholder Nominee as an officer or director of any competitor (that is, any entity that provides products or services that compete with or are alternatives to the principal products produced or services provided by the Corporation or its affiliates) of the Corporation, within the three years preceding the submission of the Nomination Notice;
|
13.
|
if desired, a statement for inclusion in the proxy statement in support of the Shareholder Nominee’s election to the Board of Directors; provided, that any such statement shall not exceed 500 words and shall fully comply with Section 14 of the Exchange Act; and;
|
14.
|
in the case of a nomination by a Nominator Group, the designation by all group members of one group member that is authorized to act on behalf of all group members with respect to matters relating to the nomination, including withdrawal of the nomination;
|
vi.
|
an executed agreement (which form of agreement shall be provided to the Nominating Shareholder by the Secretary upon written request), which must be submitted within ten days of the Nominating Shareholder’s first submission of the Nomination Notice, pursuant to which the Nominating Shareholder (including each member of a Nominator Group) agrees:
|
1.
|
to comply with all applicable laws, rules and regulations in connection with the nomination, solicitation and election;
|
2.
|
to file any written solicitation or other communication with the Corporation’s shareholders relating to one or more of the Corporation’s directors or director nominees or any Shareholder Nominee with the Securities and Exchange Commission;
|
3.
|
to assume all liability stemming from any action, suit or proceeding concerning any actual or alleged legal or regulatory violation arising out of any communication by the Nominating Shareholder or the Shareholder Nominee nominated by such Nominating Shareholder with the Corporation, its shareholders or any other person, including, without limitation, the Nomination Notice, in each case, in connection the Shareholder Nominee’s and the Nominating Shareholder’s efforts to elect the Shareholder Nominee pursuant to this Section 3.11;
|
4.
|
to indemnify and hold harmless (jointly with all other members of a Nominator Group, if applicable) the Corporation and each of its directors, officers and employees individually against any liability, loss, damages, expenses or other costs (including reasonable attorneys’ fees) incurred in connection with any action, suit or proceeding (whether threatened, pending or completed), whether legal, judicial, administrative or investigative, against the Corporation or any of its directors, officers or employees arising out of or relating to a failure or alleged failure of the Nominating Shareholder or Shareholder Nominee to comply with, or any breach or alleged breach of, its, or his or her, as applicable, obligations, agreements or representations under or pursuant to this Section 3.11, or otherwise arising out of any nomination, solicitation or other activity by any Eligible Shareholder or any member of a Nominator Group in connection with the Nominating Shareholder’s or the Shareholder Nominee’s efforts to elect the Shareholder Nominee pursuant to this Section 3.11;
|
5.
|
to promptly (and in any event within 48 hours of discovering such misstatement or omission) notify the Corporation and any other recipient of any misstatement or omission if information included in the Nomination Notice, or any other communication by the Nominating Shareholder (including with respect to any member of a Nominator Group) with the Corporation, its shareholders or any other person in connection with the nomination or election ceases to be true and accurate in all material respects (or omits a material fact necessary to make the statements made not misleading), and promptly notify the Corporation and any other recipient of the information that is required to correct the misstatement or omission; and
|
6.
|
in the event that the Nominating Shareholder (including any member of a Nominator Group) has failed to continue to satisfy the eligibility requirements described in Section 3.11.d., to promptly notify the Corporation;
|
vii.
|
an executed questionnaire (which form of questionnaire shall be provided to the Nominating Shareholder by the Secretary upon written request), which must be submitted within ten days of the Nominating Shareholder’s first submission of the Nomination Notice;
|
viii.
|
an executed agreement (which form of agreement shall be provided to the Nominating Shareholder by the Secretary upon written request), which must be submitted within ten days of the Nominating Shareholder’s first submission of the Nomination Notice, by the Shareholder Nominee:
|
1.
|
to provide to the Corporation such other information as it may reasonably request;
|
2.
|
that the Shareholder Nominee has read and agrees, if elected, to serve as a member of the Board of Directors, to adhere to the Corporation’s Corporate Governance Principles and Policies on Business Conduct and any other policies and guidelines applicable to directors; and
|
3.
|
that the Shareholder Nominee is not and will not become a party to (1) any Compensation Arrangement in connection with such person’s nomination or candidacy for director and/or such person’s service or action as a director of the Corporation that has not been disclosed to the Corporation prior to or concurrently with the Nominating Shareholder’s submission of the Nomination Notice, or (2) any Voting Commitment that has not been disclosed to the Corporation prior to or concurrently with the Nominating Shareholder’s submission of the Nomination Notice.
|
i.
|
If, after the deadline for submitting a Nomination Notice as set forth in Section 3.11.e a Nominating Shareholder becomes ineligible or withdraws its nomination or a Shareholder Nominee becomes
|
1.
|
shall not be required to include in its proxy statement or on any ballot or form of proxy the Shareholder Nominee or any successor or replacement nominee proposed by the Nominating Shareholder or by any other Nominating Shareholder; and
|
2.
|
may otherwise communicate to its shareholders, including without limitation by amending or supplementing its proxy statement or ballot or form of proxy, that the Shareholder Nominee will not be included as a Shareholder Nominee in the proxy statement or on any ballot or form of proxy and will not be voted on at the annual meeting.
|
ii.
|
Notwithstanding anything to the contrary contained in this Section 3.11, the Corporation may omit from its proxy materials any Shareholder Nominee, and any information concerning such Shareholder Nominee (including a Nominating Shareholder’s statement in support), and in such case no vote on such Shareholder Nominee will occur (notwithstanding that proxies in respect of such vote may have been received by the Corporation), and the Nominating Shareholder may not, after the last day on which a Nomination Notice would be timely, cure in any way any defect preventing the nomination of the Shareholder Nominee, if:
|
1.
|
the Nominating Shareholder has engaged in a “solicitation” within the meaning of Rule 14a-1(l) under the Exchange Act with respect to the annual meeting, other than with respect to such Nominating Shareholder’s Shareholder Nominee(s) or any nominee of the Board of Directors;
|
2.
|
the Nominating Shareholder or the designated lead group member of a Nominator Group, as applicable, or any qualified representative thereof, does not appear at the annual meeting to present the nomination submitted in accordance with this Section 3.11;
|
3.
|
the Board of Directors, acting in good faith, determines that such Shareholder Nominee’s nomination or election to the Board of Directors would result in the Corporation violating or failing to be in compliance with these By-laws or the Corporation’s Certificate of Incorporation or any applicable law, rule or regulation to which the Corporation is subject, including the Stock Exchange Rules;
|
4.
|
the Shareholder Nominee was nominated for election to the Board of Directors pursuant to this Section 3.11 at one of the Corporation’s two preceding annual meetings of shareholders and either withdrew from or became ineligible or unavailable for election at such annual meeting or received a vote of less than 25% of the common shares entitled to vote for such Shareholder Nominee;
|
5.
|
the Shareholder Nominee has been, within the past three years, an officer or director of a competitor, as defined for purposes of Section 8 of the Clayton Antitrust Act of 1914, as amended; or
|
6.
|
the Nominating Shareholder has failed to continue to satisfy the eligibility requirements described in Section 3.11.d, any of the representations and warranties made in the Nomination Notice ceases to be true and accurate in all material respects (or the Nomination Notice omits a material fact necessary to make the statement made not misleading), the Shareholder Nominee becomes unwilling or unable to serve on the Board of Directors or any violation or breach occurs of any of the obligations, agreements, representations or warranties of the Nominating Shareholder or the Shareholder Nominee under this Section 3.11.
|
iii.
|
Notwithstanding anything to the contrary contained in this Section 3.11, the Corporation may omit from its proxy statement, or may supplement or correct, any information, including all or any portion of the statement in support of the Shareholder Nominee included in the Nomination Notice, if
|
1.
|
such information is not true in all material respects or omits a material statement necessary to make the statements made not misleading;
|
2.
|
such information directly or indirectly impugns the character, integrity or personal reputation of, or directly or indirectly makes charges concerning improper, illegal or immoral conduct or associations, without factual foundation, with respect to, any individual, Corporation, partnership, association or other entity, organization or governmental authority; or
|
3.
|
the inclusion of such information in the proxy statement would otherwise violate the Securities and Exchange Commission proxy rules or any other applicable law, rule or regulation.
|
iv.
|
The Corporation may solicit against, and include in the proxy statement its own statement relating to, any Shareholder Nominee.
|
|
(a)
|
|
the Record Date for determining the shareholders of record entitled to notice of, or to vote at, a meeting of shareholders shall be at the close of business on the day on which notice of the meeting is given, or, if no notice is given, at the close of business on the day next preceding the day on which the meeting is held;
|
|
(b)
|
|
the Record Date for determining shareholders entitled to express consent to an action in writing without a meeting, shall be as set forth in Section 2.9; and
|
|
(c)
|
|
the Record Date for determining shareholders for any other purpose shall be at the close of business on the day on which the Board of Directors first adopts a resolution relating thereto.
|
|
(a)
|
|
Waiver of objection to lack of notice or defective notice of the meeting, unless the shareholder at the beginning of the meeting objects to holding the meeting or transacting business at the meeting.
|
|
(b)
|
|
Waiver of objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the shareholder objects to considering the matter when it is presented.
|