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
