| 4. | To transact such other business as may properly come before the Meeting or any adjournments or postponements of the Meeting.
Matters to be voted upon:
Matter | Board’s Recommended Vote | Page Reference for more detail | ·Election of Directors | FOR the Director Nominees | 3 | ·Non-binding advisory vote regarding the compensation of the Company’s Named Executive Officers | FOR | 27 |
NOTICE OF 2016 ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON WEDNESDAY, MAY 18, 2016
Dear PAR Technology Shareholder:
The 2016 Annual Meeting of Shareholders of PAR Technology Corporation, a Delaware corporation (the “Company”), will be held at Turning Stone Resort, Tower Meeting Rooms (Saranac Room), 5218 Patrick Road, Verona, New York 13478 on Wednesday, May 18, 2016, at 10:00 AM, local time, for the following purposes:
| 1. | To elect seven (7) Directors of the Company for a term of office to expire at the 2016 Annual Meeting of Shareholders; |
Each of the proposals is described in more detail in this Proxy Statement.
Record Date, Voting Rights, Methods of Voting
Only shareholders of record at the close of business on April 2, 2014 will be entitled to notice of and to vote at the Meeting or any postponements or adjournments of the Meeting. As of that date, there were 15,754,266 shares of the Company's Common Stock, par value $0.02 per share (the “Common Stock”), outstanding and entitled to vote. Treasury shares are not voted. Each share of Common Stock entitles the shareholder to one vote on all matters to come before the Meeting including the election of the Directors. The holders of shares representing a majority, or 7,877,134 votes, represented in person or by proxy, shall constitute a quorum to conduct business.
Broker discretionary voting (voting without specific instruction from the shareholder) has been eliminated in connection with uncontested election of directors and corporate governance matters supported by management. As a result, broker discretionary voting will not be allowed with respect to any of the above proposals. Every shareholder is encouraged to participate in voting.
The Company has also been advised that many states are strictly enforcing escheatment laws and requiring shares held in “inactive” accounts to escheat to the state in which the shareholder was last known to reside. One way shareholders can ensure their account is active is to vote their shares.
Shareholders may vote in person or by proxy. Shareholders of record can vote by telephone, via the Internet or at the Meeting. If you are a beneficial shareholder, please refer to your proxy card or the information forwarded to you by your bank, broker or other holder of record to identify which options are available to you. If you take advantage of telephone or Internet voting, you do not need to return your proxy card. Telephone and Internet voting facilities for shareholders of record will be available 24 hours a day, and will close at 3:00 AM on May 22, 2014.
A shareholder’s right to attend the Meeting and vote in person will not in any way be affected by the method by which the shareholder has voted. The last vote of the shareholder is controlling. If shares are held in the name of a bank, broker or other holder of record, the shareholder must | 2. | To obtain a proxy, executed in their favor, from the holder of record to be able to vote at the Meeting. All shares that have been properly voted and not revoked will be voted at the Meeting. When proxies are returned properly executed, the shares represented by the proxies will be voted in accordance with the directions of the shareholder. In those instances where proxy cards are signed and returned, but fail to specify the shareholder’s voting instructions, the shares represented by that proxy will be voted as recommended by the Board of Directors. The proxy solicited hereby may be revoked at any time prior to its exercise by: (i) executing and returning to the address set forth above a proxy bearing a later date; (ii) voting on a later date via telephone or Internet; (iii) giving written notice of revocation to the Secretary of the Company at the address set forth above; or (iv) voting at the Meeting.
Voting
With respect to the ratification of the amendment of the PAR Technology Corporation 2005 Equity Incentive Plan to reserve an additional 500,000 shares of the Company’s Common Stock for issuance under the Plan, a Shareholder may: (i) vote “FOR”, (ii) vote “AGAINST” or (iii) “ABSTAIN” from voting. A majority of the votes cast by the holders of shares of capital stock present or represented by proxy and entitled to vote thereon (a quorum being present) is required to ratify the amendment of the 2005 Equity Incentive Plan. For this proposal, abstentions and broker “non-votes” are included in the number of shares present or represented for purposes of determining whether a quorum exists, but are not considered as shares voting or as votes cast with respect to such matter. As a result, abstentions and broker “non-votes” will not have any effect on such proposals.
A Shareholder may, in connection with the proposals to adopt amendments to the Company’s Certificate of Incorporation and By-Laws to declassify the Board of Directors, (i) vote “FOR”; (ii) vote “AGAINST”; or (iii) “ABSTAIN” from voting. An affirmative vote of two thirds (66.667%) of the shareholders entitled to vote generally for the election of directors is required for approval. Therefore, abstentions and broker “non-votes” have the practical effect of being votes against the matter.
With respect to the non-binding advisory vote regarding the compensation of the Company’s Named Executive Officers, a shareholder may: (i) vote “FOR”; (ii) vote “AGAINST”;Officers; and
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| 3. | To transact such other business as may properly come before the meeting or (iii) “ABSTAIN” from voting. For this proposal,any adjournments or postponements of the vote is advisory and not binding on usAnnual Meeting. |
The Board of Directors has set March 24, 2016 as the record date for the Annual Meeting. This means that owners of the Company's common stock at the close of business on March 24, 2016 are entitled to receive this notice and to vote at the Annual Meeting or any adjournments or postponements thereof. A list of shareholders as of the close of business on March 24, 2016 will be made available for inspection by any shareholder, for any purpose relating to the Annual Meeting, during normal business hours at our principal executive offices, PAR Technology Park, 8383 Seneca Turnpike, New Hartford, New York 13413, beginning 10 days prior to the meeting. This list will also be available to shareholders at the meeting.
Every shareholder’s vote is important. Whether or not you plan to attend in person, we request you vote as soon as possible. Most shareholders have the option of voting their shares by telephone or via the internet. If such methods are available to you, voting instructions are printed on your proxy card or otherwise included with your proxy materials. If you have requested a hard copy of the proxy materials, you may also vote by the traditional means of completing and returning the proxy card in the accompanying postage prepaid envelope. If you vote via telephone or Internet, there is no need to return your proxy card.
The proxy solicited hereby may be revoked at any time prior to its exercise by: (i) executing and returning to the address set forth above a proxy bearing a later date; (ii) voting on a later date via telephone or Internet; (iii) giving written notice of revocation to the Secretary of the Company at the address set forth above; or (iv) voting at the meeting.
| By Order of the Board in any way. Therefore, there is no vote required for approval. However, the Board and the Compensation Committee will take into account the outcomeof Directors, | | | | Viola A. Murdock | | Corporate Secretary | April 8, 2016 | |
This page intentionally left blank. PAR Technology Corporation 8383 Seneca Turnpike, New Hartford, NY 13413-4991
April 8, 2016
FOR ANNUAL MEETING OF SHAREHOLDERS
This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors of PAR Technology Corporation (the “Board”), a Delaware corporation (the “Company”), for use at the Annual Meeting of Shareholders to be held at 10:00 AM, local time, on Wednesday, May 18, 2016, at Turning Stone Resort, Tower Meeting Rooms (Saranac Room), 5218 Patrick Road, Verona, New York 13478 and at any postponement or adjournment thereof. The approximate date on which this Proxy Statement, the form of proxy and Annual Report for the fiscal year ending December 31, 2015 are first being sent, given or made available to shareholders is April 8, 2016.
Purpose of Meeting
At the meeting, shareholders will be asked to consider and vote on the following matters:
| 1. | To elect seven (7) Directors of the vote when making future decisions regarding our executive compensation programs.Company for a term of office to expire at the 2017 Annual Meeting of Shareholders; |
With respect to any | 2. | To obtain a non-binding advisory vote regarding the compensation of the Company’s Named Executive Officers; and |
| 3. | To transact such other matter thatbusiness as may properly comescome before the Meeting, the affirmative votemeeting or any adjournments or postponements of the Annual Meeting. |
Each of the proposals is described in more detail in this Proxy Statement.
Record Date
Only shareholders of record at the close of business on March 24, 2016 will be entitled to notice of and to vote at the meeting or any postponements or adjournments of the meeting. As of that date, there were 15,606,211 shares of the Company's common stock, par value $0.02 per share (the “Common Stock”), outstanding and entitled to vote. Treasury shares are not voted. Each share of Common Stock entitles the shareholder to one vote on all matters to come before the meeting including the election of the Directors. The holders of shares representing a majority, or 7,803,106 shares, represented in person or by proxy, shall constitute a quorum to conduct business.
Voting Rights
Broker discretionary voting (voting without specific instruction from the shareholder) has been eliminated in connection with uncontested election of directors and corporate governance matters supported by management. As a result, broker discretionary voting will not be allowed with respect to any of the above proposals. Every shareholder is encouraged to participate in voting. Methods of Voting
Shareholders may vote in person or by proxy. Shareholders of record may vote by mail, via telephone, via the internet or at the Meeting. If you are a beneficial shareholder, please refer to your proxy card or the information forwarded to you by your bank, broker or other holder of record to identify which voting options are available to you. If you take advantage of telephone or Internet voting, you do not need to return your proxy card. Telephone and Internet voting facilities for shareholders of record will be available 24 hours a day, and will close at 3:00 AM Eastern Time on May 18, 2016.
A shareholder’s right to attend the meeting and vote in person will not in any way be affected by the method by which the shareholder has voted. The last vote of the shareholder is controlling. If shares are held in the name of a bank, broker or other holder of record, the shareholder must obtain a proxy, executed in their favor, from the holder of record to be able to vote at the meeting. All shares that have been properly voted and not revoked will be voted at the meeting. When proxies are returned properly executed, the shares represented by the proxies will be voted in accordance with the directions of the shareholder. In those instances where proxy cards are signed and returned, but fail to specify the shareholder’s voting instructions, the shares represented by that proxy will be voted as recommended by the Board of Directors. The proxy solicited hereby may be revoked at any time prior to its exercise by: (i) executing and returning to the address set forth above a proxy bearing a later date; (ii) voting on a later date via telephone or Internet; (iii) giving written notice of revocation to the Secretary of the Company at the address set forth above; or (iv) voting at the meeting.
Effects of Voting
With respect to the election of the Directors, shareholders may: (i) vote “FOR” the nominees named in this Proxy Statement; or (ii) “WITHHOLD AUTHORITY” to vote for any or all such nominees. The election of the Directors requires a plurality of the votes cast. Accordingly, withholding authority to vote for any Director nominee will not prevent the nominee from being elected.
With respect to the non-binding advisory vote regarding the compensation of the Company’s Named Executive Officers, shareholders may: (i) vote “FOR”; (ii) vote “AGAINST”; or (iii) “ABSTAIN” from voting. For this proposal, the vote is advisory and not binding on the Company, its Board of Directors or the Compensation Committee in any way. Therefore, there is no vote required for approval. However, the Board of Directors and the Compensation Committee will take into account the outcome of the vote when making future decisions regarding the Company’s executive compensation programs.
With respect to any other matter that properly comes before the meeting, the affirmative vote of the holders of a majority of the shares of Common Stock represented in person or by proxy and entitled to vote on the proposal will be required for approval.
Electronic Access to Proxy Materials and Annual Report
This Proxy Statement, Form of Proxy and the Company’s Annual Report to its shareholders for the year ended December 31, 2015, including audited consolidated financial statements are available on the Company’s web site at https://www.partech.com/about-us/investors/annual-reports/.
Proxy Solicitation and Costs
In addition to the use of the internet and mail service, directors, officers, employees and certain stockholders of the Company may solicit proxies on behalf of the Company personally, by telephone or by facsimile or electronic transmission. No additional compensation will be paid to such individuals. The Company will bear the cost of the solicitation of proxies, including the preparation, assembly, printing and mailing of the Notice of Internet Availability, this Proxy Statement and any additional information furnished to shareholders. The Company will also bear the cost of the charges and expenses of brokerage firms and others forwarding the solicitation material to beneficial owners of shares of the Company’s Common Stock. The internet and telephone voting procedures are designed to verify a shareholder’s identity, allows the shareholder to give voting instructions and confirm that such instructions have been recorded properly. Proposal 1: Election of Directors
Pursuant to the Company’s Certificate of Incorporation, as amended in 2014, all directors (other than those who may be elected by the holders of any series of preferred stock, voting as a separate class) are elected for a one-year term expiring at the next annual meeting of shareholders. Each director shall serve until his or her successor is duly elected and qualified or until his or her death, resignation or removal. Therefore, at this meeting, directors will be elected for a one-year term expiring at the Annual Meeting held in 2017. The seven nominees of the Board of Directors are all currently members of the Board and have been nominated for election by the Board upon recommendation of the Nominating and Corporate Governance Committee and each has consented to stand for re-election.
The Board has no reason to believe that any of the nominees will be unable or unwilling to serve if elected. In the event that any of the nominees shall become unable or unwilling to accept nomination or election as a director, it is intended that such shares will be voted, by the persons named in the Form of Proxy, for the election of a substitute nominee selected by the Board, unless the Board should determine to reduce the number of directors pursuant to the By-Laws of the Company.
The names of the nominees, their ages as of April 8, 2016, the year each first became a director are set forth in the following table.
| Nominees for Director | Age | Director Since | | Ronald J. Casciano | 62 | 2013 | | Paul D. Eurek | 56 | 2014 | | Dr. Donald H. Foley | 71 | 2016 | | Cynthia A. Russo | 46 | 2015 | | Dr. John W. Sammon | 77 | 1968 | | Karen E. Sammon | 51 | 2016 | | Todd E. Tyler | 53 | 2014 |
The Board of Directors unanimously recommends a vote FOR the proposal to elect all of the above named nominees for a one year term to the Company’s Board. Unless a contrary direction is indicated, shares represented by valid proxies and not so marked as to withhold authority to vote for the nominees will be voted FOR the election of the nominees.
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
DIRECTOR NOMINEES
Below are summaries of the background, business experience and description of the principal occupation of each of the nominees.
Ronald J. Casciano. Mr. Casciano was appointed Director in March 2013 coincident with his appointment to the position of Chief Executive Officer and President of PAR Technology Corporation in which he served until his retirement effective January 1, 2016. Mr. Casciano also served as Treasurer of the Company from 1995 until January 1, 2016. Mr. Casciano also serves as a director on the boards of the Company’s subsidiary companies within the Government business segment. Joining the Company in 1983, Mr. Casciano, a Certified Public Accountant, held several leadership positions with the Company including Chief Accounting Officer (2009-2012), Vice President, Chief Financial Officer (1995 to 2012), and Senior Vice President, Chief Financial Officer (2012 until March 2013). In addition to his experience as CEO and President of the Company, Mr. Casciano brings to the Board his broad based functional management experience, including accounting, finance, investor relations, information technology, human resources, and facilities. Mr. Casciano formerly served as a member of the Board of Directors and Chair of the Audit Committee of Veramark Technologies, Inc., a position he held from 2011 until the sale of that company in 2013. Paul D. Eurek. Mr. Eurek is the President of Xpanxion LLC (UST Global Group), serving in that capacity since 1998 when he founded the company. Privately held Xpanxion is a professional services and software development company focused on cloud centric technology headquartered in Atlanta, Georgia. Mr. Eurek is also the co-founder and founding Chief Executive Officer of Hi Tech Partners Group a start-up incubator and investment company, also founded in 1998. Since 2013, Mr. Eurek has served as a member of the board of directors and is presently Chairman of the Board of Invest Nebraska Corporation, a 501(c)(3) corporation which operates as an investment and funding vehicle for the State of Nebraska and other organizations. Mr. Eurek previously served as the President and Chief Executive Officer of Compris Technologies, Inc. which he founded in 1992 and by 1997 grew to a global provider of retail enterprise systems when it was acquired by NCR Corporation. Mr. Eurek contributes his deep understanding of global hospitality technology, cloud based systems and implementation experience, executive and organizational management proficiencies and knowledge of strategic planning. Mr. Eurek serves as the Chair of the Compensation Committee, serves on the Audit and Nominating/Corporate Governance Committees and has been a Director since July 22, 2014.
Dr. Donald H. Foley. Dr. Foley is the founder and sole proprietor of Martingale Consulting, an executive level and strategic, managerial and business development services firm. Prior to establishing Martingale Consulting, Dr. Foley served as the Group President of the Research and Intelligence Group of Science Applications International Corporation (“SAIC” now known as Leidos, Inc.) from 1991 to 2005 and Executive Vice President, from 2005 to 2011. Dr. Foley also served as a member of the Board of Directors of SAIC from 2002 to 2007. Leidos, one of the nation’s largest government contractors, provides scientific, engineering, systems integration and technical services to the United States Department of Defense and governmental intelligence agencies as well as selected commercial markets. Dr. Foley has been a member of the Board since January 1, 2016 and is a member of the Audit, Compensation and Nominating/Corporate Governance Committees. Dr. Foley brings to the Board a broad range of technology based government contracting and organizational management experience, risk management and strategic planning.
Cynthia A. Russo. Ms. Russo is the Executive Vice President and Chief Financial Officer of Cvent, Inc., a position she has held since September 28, 2015. Cvent is a cloud-based enterprise event management platform provider offering solutions to event planners for online event registration, venue selection, event management, mobile applications, email marketing and web surveys. From April 2010 until December 2014, Ms. Russo served as Executive Vice President and Chief Financial Officer of MICROS Systems, Inc., a provider of integrated software, hardware and services solutions to the hospitality and retail industries. Ms. Russo joined MICROS in 1996 and, prior to her promotion in April 2010, served in various other financial roles. On September 8, 2014, MICROS became an indirect, wholly-owned subsidiary of Oracle Corporation. Ms. Russo, a member of the Board since her election on May 28, 2015, serves as the Lead Director of the Board, Presiding Director of the independent directors, Chair of the Audit Committee and also serves as a member of the Compensation and Nominating/Corporate Governance Committees. A Certified Public Accountant and Certified Internal Auditor, Ms. Russo qualifies as a financial expert within the meaning of the rules of the Securities and Exchange Commission. Ms. Russo brings financial acumen, risk management and organizational management proficiencies.
Dr. John W. Sammon. Dr. Sammon is the founder of the Company and served as the Company’s Chief Executive Officer, President and Chairman of the Board until he retired from his management role in the Company and stepped down as Chairman of the Board in April, 2011. Dr. Sammon also serves as a director on the boards of the Company’s subsidiary companies within the Government business segment. The extensive experience gained as leader of the Company since its inception, as well as from the various senior executive capacities he has held with the Company’s subsidiaries, gives Dr. Sammon an in depth understanding of the Company’s business and its customers. Dr. Sammon also brings to the Board his extensive leadership experience, strategic planning and broad organizational development expertise. In April, 2011, Dr. Sammon was named Chairman Emeritus of the Board. Dr. Sammon has been a Director of the Company since 1968. Dr. Sammon is the father of Karen E. Sammon, a Director and an Executive Officer of the Company serving as President and Chief Executive Officer of the Company, and John W. Sammon, III, who serves as Vice President and General Manager of the SureCheck® business within the Company’s restaurant and retail business unit, ParTech, Inc. Karen E. Sammon. Ms. Sammon is the President and Chief Executive Officer of the Company. Prior to her promotion on January 1, 2016, Ms. Sammon served as the President of the Company’s restaurant and retail business unit, ParTech, Inc., a position held since April 2013. Ms. Sammon also currently holds executive and director positions with subsidiaries of the Company. Ms. Sammon is the former Senior Vice President of The CBORD Group, Inc. (“CBORD”) which she joined in 2010. CBORD is a provider of cashless card solutions, food and nutrition service management software, and integrated security solutions for colleges and universities, healthcare facilities, supermarkets, and corporations. While at CBORD, Ms. Sammon had responsibility for strategic planning and management of CBORD’s US and Asia/Pacific operations. Prior to joining CBORD, Ms. Sammon held a variety of positions with ParTech, Inc. from 1993 to 2010, including Chief Product & Strategy Officer; President, PAR Software Solutions; Vice President, Business Development, Director of Marketing and Corporate Counsel. Ms. Sammon has been a member of the Board since January 1, 2016 and brings to the Board the benefit of her extensive global hospitality technology experience, organizational development, strategic planning, change management, and diverse functional leadership experience. Ms. Sammon is the daughter of Dr. John W. Sammon, Director, Chairman Emeritus and Founder of the Company.
Todd E. Tyler. In December, 2015, Mr. Tyler became the CEO and member of the Board of Directors of Electronic Commerce, Inc., a cloud based software company which provides human capital management solutions. Mr. Tyler also sits on the boards of numerous cloud based private software companies and serves in an advisory capacity to certain private equity firms. From April 2001 to October 2013, Mr. Tyler was the President, CEO and member of the Board of Directors of Lanyon, Inc. which provides cloud-based software for the meeting and events industry and transient hotel programs. Lanyon was acquired by Vista Equity Partners in December 2012. Prior to joining Lanyon, Mr. Tyler served as the Chief Financial Officer, General Counsel and member of the Board of Directors of a wholly owned subsidiary of CenterPoint Energy (formerly known as Reliant Energy, Inc.) from April 2000 to March 2001. Mr. Tyler is an attorney and a member in good standing of the State Bar of Texas and is also a financial expert within the meaning of the rules of the Securities and Exchange Commission. Mr. Tyler brings to the Board his financial reporting and risk management proficiencies, global hospitality technology experience, as well as a solid background in strategic planning and executive and organizational development. Mr. Tyler serves as the Chair of the Nominating/Corporate Governance Committee and as a member of the Audit and Compensation Committees. Mr. Tyler has been a Director since July 28, 2014.
EXECUTIVE OFFICERS
The following tables list all persons who served as executive officers of the Company during all or part of 2015, and all persons serving as executive officers in 2016, their respective ages as of April 8, 2016, positions held by such persons and occupations for the last five years. All of the current executive officers of the Company are serving open ended terms. There is no arrangement or understanding between any executive officer and any other person pursuant to which the executive officer was selected.
| Name | Age | Positions held | | Matthew R. Cicchinelli (1) | 53 | ·President, PAR Government Systems Corporation and Rome Research Corporation 2·Vice President, ISR Innovations, PAR Government Systems Corporation
| | Viola A. Murdock (2) | 60 | ·Vice President, General Counsel & Secretary, PAR Technology Corporation | | Karen E. Sammon (3) | 51 | ·President and Chief Executive Officer, PAR Technology Corporation ·President, ParTech, Inc. | | Matthew J. Trinkaus (4) | 33 | ·Corporate Controller, Chief Accounting Officer and Acting Treasurer, PAR Technology Corporation |
Electronic Access(1) | Mr. Cicchinelli was named President, PAR Government Systems Corporation and Rome Research Corporation effective December 15, 2015. Mr. Cicchinelli, joined PAR in 2011 as Executive Director for Operations, and in 2013 was promoted to Proxy MaterialsVice President, Intelligence, Surveillance and Annual ReportThis Proxy Statement, form of proxyReconnaissance (“ISR”) Innovations. Prior to joining PAR, Mr. Cicchinelli served in various senior roles with the United States Marine Corps and the Company’s Annual Report to its shareholders for the year ended December 31, 2013, including audited consolidated financial statements are availableDepartment of Defense with a focus on the Company’s web site at www.partech.com/investors/proxy.
Proxy Solicitationcommand and Costs
In addition to the use of the Internetcontrol, ISR technologies, and mail service, directors, officers, employeesstrategic plans and certain stockholders of the Company may solicit proxies on behalf of the Company personally, by telephone or by facsimile or electronic transmission. No additional compensation will be paid to such individuals. The Company will bear the cost of the solicitation of proxies, including the preparation, assembly, printing and mailing of the Notice of Internet Availability, this Proxy Statement and any additional information furnished to shareholders. The Company will also bear the cost of the charges and expenses of brokerage firms and others forwarding the solicitation material to beneficial owners of shares of the Company’s Common Stock. The Internet and telephone voting procedures are designed to verify a shareholder’s identity, allow the shareholder to give voting instructions and confirm that such instructions have been recorded properly.
As currently required by the Company’s Certificate of Incorporation, the members of the Board of Directors (the “Board”) are divided into three classes with approximately one-third of the Board standing for election at each Annual Meeting. The Directors are elected for the term specified, and hold office until their respective successors have been duly elected and qualified or until their resignation or removal, if earlier. At this Meeting, no Directors will be elected. On March 11, 2014, Directors Jost and Simms, both of whom are Class I Directors, indicated they did not wish to stand for re-election and would step down from their positions effective at the Meeting. In addition, Chairman Ahn indicated he would retirepolicies. Mr. Cicchinelli retired from the Board effective atMarine Corps in 2011 with the Meeting. The Company is currently undergoing an extensive search for candidates to replace these directors. Following the Meeting, the full Board expects to assume the responsibilitiesrank of all four standing committees of the Board until such time as the open seats on the Board have been duly filled. For those committees where independence is required of all members, any non-independent directors sitting on such committees shall resign from such committees as soon as reasonably practicable after the appointment of independent directors.
DIRECTORS AND CORPORATE GOVERNANCE
DIRECTORS
Set forth in the following table are the names of the Directors continuing in office, their ages as of April 11, 2014 (the approximate date on which this Proxy Statement and Form of Proxy are first being made available to shareholders), the year each first became a Director and the expiration of their current term in office provided the proposal to de-classify the Board is approved (Proposal 2 described below). This is followed by a brief biography.
Continuing Directors | Age | Director Since | Term Will Expire | Ronald J. Casciano | 60 | 2013 | 2015 Annual Meeting of Shareholders | Dr. John W. Sammon | 75 | 1968 | 2015* Annual Meeting of Shareholders |
| * | In the event the proposal to de-classify the Board fails to pass, Dr. Sammon’s term will expire at the 2016 Annual Meeting of ShareholdersColonel. |
(2) | Ms. Murdock was named Vice President, General Counsel & Secretary of the Company effective September 17, 2014. Prior to her promotion Ms. Murdock served as Senior Corporate Counsel since 1996 and Acting Secretary since 2013. Ms. Murdock has advised the Company of her intent to retire from the Company in 2016. |
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