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2008 Proxy Statement

The complete 2008 proxy has been divided into three segments for easier online viewing and printing.

Segment 1 of the Proxy Statement contains the following information:

Table of Contents
ABOUT THE MEETING
CORPORATE GOVERNANCE
 Corporate Governance Guidelines
 Director Independence
 Director Qualifications
 Audit Committee Financial Expert
 Codes of Conduct
 Chairman of the Board
 Lead Director
 Contacting the Board
 Stock Ownership by Directors, Executive Officers 
   and Greater than 5% Holders
PROPOSAL 1: ELECTION OF DIRECTORS
 Director Nomination Process
 Nominees for Election
 Meetings of the Board and Committees
 Board Compensation
 Transactions with Institutions Related to Directors
   Policy Governing Related Person Transactions


Segment 2 of the Proxy Statement contains the following information:

AUDIT COMMITTEE REPORT
EXECUTIVE OFFICERS
REPORT OF THE CHRC
COMPENSATION DISCUSSION AND ANALYSIS
EXECUTIVE COMPENSATION


Segment 3 of the Proxy Statement contains the following information:

PROPOSAL 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
    Description of Fees
    Approval of Independent Auditor Services and Fees
PROPOSAL 3: APPROVAL OF AMENDMENT AND RESTATED 2004 
   STOCK COMPENSATION PLAN
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS
OTHER PROPOSED ACTIONS
AVAILABILITY OF ANNUAL REPORT
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING
STOCKHOLDER PROPOSALS AND NOMINATIONS FOR NEXT 
   ANNUAL MEETING OF STOCKHOLDERS
SOLICITATION BY BOARD; EXPENSES OF SOLICITATION
APPENDIX A: 2004 STOCK COMPENSATION PLAN, AS AMENDED 
   AND RESTATED

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