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Currently, the Board has determined that it is in the best interests of the stockholders and the Company for
Mr. Kosta N. Kartsotis to serve as our chairman as well as our chief executive officer. Since May 2010,
Ms. Elysia Ragusa has been our Lead Independent Director.
The Board believes that this structure is effective and best for the Company at this point in time for several
reasons. Mr. Kartsotis joined the Company in 1988 and has been a director since 1990. He holds a significant
number of shares of our Common Stock, and since 2005 he has refused all forms of compensation for his service
as an executive officer, expressing his belief that his primary compensation is met by continuing to drive stock
price growth. The Board believes that as a long-term executive officer, director and significant stockholder,
Mr. Kartsotis is well qualified to serve as our chairman and chief executive officer, and his interests are
sufficiently aligned with the stockholders he represents. Mr. Kartsotis has extensive experience and knowledge of
the Company and the fashion retailing industry and substantial sales, marketing and merchandising experience.
The Board believes the Company has been well-served by this leadership structure and by Mr. Kartsotis' service.
Mr. Kartsotis is the person with primary responsibility for our day-to-day operations and the execution of our
strategies. Since our performance is one of the most important topics at Board meetings, it makes sense for
Mr. Kartsotis to chair such discussions. This allows him to highlight important issues without unnecessary
procedural delay. It also allows him to provide the proper context and background, including access to members
of management and Company and industry reports, for each issue considered by the Board. Such background
material is important given our size and complexity and the competitive nature of our industry. Mr. Kartsotis'
extensive knowledge of the Company and involvement with day to day activities also helps ensure effective risk
oversight for the Company. Mr. Kartsotis adheres to an "open door" policy in his communications with Board
members and talks frequently with Board members. Furthermore, Board members are encouraged to freely
communicate with any member of management at any time. The Board also believes it has been beneficial, in
terms of its relationship with employees, stockholders, customers, business partners and others, to provide a
single voice for the Company through Mr. Kartsotis. Having one person serve as both our chairman and chief
executive officer demonstrates for our employees, stockholders, customers, business partners and others that the
Company is under strong leadership, with a single person setting the tone and having primary responsibility for
managing our operations. Having a single leader for both the Company and the Board of Directors eliminates the
potential for confusion or duplication of efforts, and provides clear leadership for our Company. In addition, in
Mr. Kartsotis, the Board has found an effective leader who is able to facilitate open and productive discussion,
effectively utilize each individual director's unique perspective and expertise, lead the Board in innovative and
creative problem solving and, by virtue of his personal ownership in the Company, to represent the interests of
our stockholders as a whole.
Director Nomination Policy
The Company has a standing Nominating and Corporate Governance Committee consisting entirely of
independent directors. Each director nominee was recommended to the Board by the Nominating and Corporate
Governance Committee for selection.
The Nominating and Corporate Governance Committee will consider all proposed nominees for the Board
of Directors, including those put forward by stockholders. Stockholder nominations should be addressed to the
Nominating and Corporate Governance Committee in care of Randy S. Hyne, Vice President, General Counsel
and Secretary, at the address appearing on the first page of this proxy statement, in accordance with the
provisions of the Company's Bylaws. The Nominating and Corporate Governance Committee annually reviews
with the Board the applicable skills and characteristics required of Board nominees in the context of current
Board composition and Company circumstances. In making its recommendations to the Board, the Nominating
and Corporate Governance Committee considers all factors it considers appropriate, which may include
experience, accomplishments, education, understanding of the business and the industry in which the Company
operates, specific skills, general business acumen and the highest personal and professional integrity. Generally,
the Nominating and Corporate Governance Committee will first consider current Board members because they
meet the criteria listed above and possess an in depth knowledge of the Company, its history, strengths,