(a) At the Registrant’s Annual Meeting held on May 24, 2007, 15,950,357 shares were eligible to vote, of which 12,123,048 (76%) were cast in favor of the Amended and Restated 2005 Stock Incentive Plan. The amendment has the effect of increasing the number of shares of Common Stock that may be issued under the plan from 1.7 million to 2.2 million shares. The amended and restated plan became effective upon passage, and is filed herewith as exhibit 10 (i). (b) A meeting of the Registrant’s Board of Directors was held after the adjournment of the Annual Meeting, at which the Board of Directors took the following actions: Elected the persons named below to their indicated positions as Executive Officers of the Company. Each person named below was elected to serve until the 2008 annual meeting or until their successor is named by the Board of Directors. No other aspect of any Executive Officer’s position with the Company has changed, including but not limited to compensation arrangements. -Stoney M. Stubbs, Jr., President, Chairman and Chief Executive Officer -S. Russell Stubbs, Senior Vice President and Chief Operating Officer -Thomas G. Yetter, Senior Vice President, Chief Financial Officer and Treasurer At the meeting, Stoney M. Stubbs was also re-elected as a Class III director, as were Mr. T. Michael O’Connor and Mr. Jerry T. Armstrong. Each Class III Director was elected to serve until the 2010 Annual Meeting. There are currently eight Directors. Mr. Brian R. Blackmarr, W. Mike Baggett and Thomas G. Yetter are Class II Directors, whose terms will expire at the 2009 Annual Meeting. Mr. Leroy Hallman and Mr. S. Russell Stubbs are Class II Directors, whose terms will expire at the 2008 Annual Meeting. Also at the meeting, Mr. Jerry Armstrong was elected to serve as the Audit Committee Financial Expert and Chair of the Audit Committee. Mr. Leroy Hallman, previous Chair of the Audit Committee will remain a member of the Audit Committee. (c) The company's 2005 Non-Employee Director Stock Plan provides that each non-employee director is to be awarded restricted shares at each annual meeting. Accordingly, 2,576 shares of restricted stock were awarded to the following persons at the 2007 annual meeting: |