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James E. Skinner was appointed to the Board of Directors effective December 20, 2007. Mr. Skinner is
currently a member of the Company's Audit Committee and Chairman of the Finance Committee. He has served
as Executive Vice President, Chief Operating Officer and Chief Financial Officer of The Neiman Marcus
Group, Inc., a luxury retailer, since October 2010, and prior to that date had been serving as Executive Vice
President and Chief Financial Officer. From 2001 until October 2007, he held the position of Senior Vice
President and Chief Financial Officer of The Neiman Marcus Group, Inc. Mr. Skinner served as Senior Vice
President and Chief Financial Officer of CapRock Communications Corp. in 2000. Mr. Skinner has extensive
leadership experience as CFO of large organizations and experience in accounting, finance, capital markets,
strategic planning and risk management developed through his CFO and public accounting experience and has
been determined by the Board of Directors to meet the qualifications of an "audit committee financial expert" in
accordance with SEC rules.
Michael Steinberg has been a director of the Company since March 2000. Mr. Steinberg is currently a
member of the Company's Compensation Committee and Nominating and Corporate Governance Committee.
Mr. Steinberg served as Chairman and Chief Executive Officer of Macy's West, a Division of Federated
Department Stores, Inc., a national retailer, from which he retired in January 2000. Mr. Steinberg has extensive
experience in leading a large retail company, and substantial experience in retailing, merchandising and strategic
planning. He has deep knowledge of the Company and its businesses, having served on our Board since 2000.
Donald J. Stone has been a director of the Company since April 1993. Mr. Stone is currently a member of
the Company's Nominating and Corporate Governance Committee. Mr. Stone served as the Lead Independent
Director from May 2007 until May 2010. Mr. Stone served as Vice Chairman of Federated Department Stores
until February 1988, at which time he retired. Mr. Stone has extensive experience in leading a large retail
company and substantial experience in retailing and strategic planning. He has deep knowledge of the Company
and its businesses, having served on our Board since 1993.
James M. Zimmerman was appointed to the Board of Directors effective September 5, 2007.
Mr. Zimmerman is currently a member of the Company's Finance Committee and Nominating and Corporate
Governance Committee. Mr. Zimmerman currently serves as a member of the Board of Directors of The Chubb
Corporation and Furniture Brands International. Mr. Zimmerman retired from Federated Department Stores in
February 2004 after serving for the previous six years as Chairman and Chief Executive Officer, and prior to that
as President and Chief Operating Officer beginning in May 1988. He is a former member of the Board of
Directors of The Convergys Corporation, The Goodyear Tire and Rubber Company, and the H.J. Heinz
Company. Mr. Zimmerman has extensive executive experience in leading a large retail company and strong
skills in retail operations, strategic planning and public company executive compensation. He also brings insights
to our Board from his service on other public company boards.
Unless otherwise directed in the proxy, it is the intention of the persons named in the proxy to vote the
shares represented by such proxy for the election of the director nominees. Each of the director nominees is
presently a director of the Company.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE
ELECTION OF EACH DIRECTOR NOMINEE ABOVE FOR THE BOARD OF DIRECTORS.
Board Committees and Meetings
The Board of Directors held five meetings during the fiscal year ended December 31, 2011. During 2011,
each director attended 75% or more of the aggregate of the meetings of the Board of Directors and the meetings
held by all committees of the Board on which such director served. The Board of Directors strongly encourages
that directors make a reasonable effort to attend the Company's Annual Meeting. All of the then current members
of the Board of Directors attended the Company's 2011 Annual Meeting of Stockholders.
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