2008 Annual Meeting Handbook

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INTRODUCTION

LEGAL FRAMEWORK GOVERNING THE ANNUAL MEETING

1. State Corporate Law
2. Federal Securities Law
3. Stock Exchange Rules
4. Corporate Organizational Documents





THE PROXY STATEMENT AND PROXY

5. Background
6. Solicitations
7. When Preliminary Proxy Materials Must be Filed
8. Securities and Exchange Commission Review
9. Proxy Mechanics
10. Distribution of Proxy Materials to Shareholders
    1. Electronic Delivery
    2. Householding
11. Filing of Proxy Materials
    1. Securities and Exchange Commission
    2. Stock Exchanges
12. The Proxy Statement
    1. Notice of the Meeting
    2. Voting Information
    3. Information about Directors, Director Nominees and Executive Officers
    4. Compensation Discussion and Analysis
    5. Tabular and Narrative Executive Compensation Disclosure
    6. Director Compensation Disclosure
    7. Beneficial Ownership Information
    8. Section 16 Reporting Compliance
    9. Corporate Governance Disclosure
    10. Disclosure Related to Independent Auditors
    11. Transactions with Related Persons
    12. Shareholder Approval of Equity Compensation Plans
13. The Proxy





2008 ANNUAL MEETING HANDBOOK

14. Shareholder Proposals
    1. Procedural Requirements
    2. Substantive Grounds for Exclusion of the Shareholder Proposal
    3. Responses to Shareholder Proposals
    4. Recent Developments




THE ANNUAL REPORT TO SHAREHOLDERS

15. Preparing the Annual Report
16. Filing of Annual Report with the Securities and Exchange Commission
17. Distribution of Annual Report





PREPARING FOR THE ANNUAL MEETING

18. Planning the Annual Meeting
19. Setting the Record and Annual Meeting Dates
    1. Record Date
    2. Annual Meeting Date
20. Preparing the Meeting Agenda, Script and Rules of Conduct
21. Pre-Meeting Logistics
    1. Location
    2. Physical Arrangements
    3. Attendance Rules
    4. Security




CONDUCTING THE ANNUAL MEETING

22. Voting Procedures
    1. Quorum
    2. Required Vote
    3. Electronic Proxy Voting
23. Information Provided to Shareholders at the Annual Meeting
24. Shareholder Questions
25. Meeting Disruptions
26. Adjournment
27. Public Relations
28. Electronic Annual Meetings
29. Report on the Results of Voting

APPENDIX A: SAMPLE DIRECTOR AND OFFICER QUESTIONNAIRE

APPENDIX B: SAMPLE ANNUAL MEETING TIMETABLE

APPENDIX C: SAMPLE ANNUAL MEETING AGENDA

APPENDIX D: SAMPLE ANNUAL MEETING SCRIPT

APPENDIX E: SAMPLE ANNUAL MEETING RULES OF CONDUCT

Download a complimentary PDF of the handbook and/or the sample D&O Questionnaire as a Microsoft Word ™ template.

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