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Board of Directors' Statement of Opposition
FOR THE REASONS STATED BELOW, THE BOARD OF DIRECTORS RECOMMENDS A
VOTE AGAINST PROPOSAL 4.
We are committed to compliance with applicable environmental requirements and have implemented
policies and procedures designed to ensure compliance with the numerous environmental laws and regulations
affecting our business. In addition, we are committed to seeing that all of our products are manufactured and
distributed in compliance with applicable environmental laws and regulations.
We have a Code of Conduct for Manufacturers that sets forth the corporate responsibility requirements for
our suppliers, including compliance with applicable environmental laws and regulations. Before supplying
products to us, our manufacturers sign an agreement that includes a commitment to abide by our Code of
Conduct for Manufacturers. We also provide training to our factories related to this code and the applicable laws
in the country in which the factory is located. In addition to these contractual obligations, we evaluate our
supplier's compliance with the Code of Conduct for Manufacturers through audits conducted both by our
employees and third party compliance auditing firms.
We are sensitive to stockholder concerns for the environment. We do not believe, however, that preparing
the potentially costly report requested by this proposal would be a good use of the Company's time and
resources. In evaluating our supply chain, our management recognizes the importance of conducting our business
in a way that complies with environmental requirements applicable to us. Evaluating sources of supplies and
suppliers and the production and distribution of our products is a complex process that also requires management
to evaluate a broad range of legal, business, cultural, internal and external considerations and risks, none of
which can readily be isolated from other factors. A report describing our supply chain standards related to
environmental impacts, as requested by the proposal, would be an incomplete portrayal of these complex
evaluations and determinations that are made by our management. We believe that using our resources to
continue our current business and programs that reflect these principles is a better use of our resources than
diverting them for the production of reports that we do not believe will result in any meaningful additional
benefit to our stakeholders as a whole.
For these reasons, we do not believe that the proposed report would provide meaningful additional benefits
to our stockholders, employees, customers or the communities in which we operate. We believe our time, efforts
and finances would be better used in the continuation of our current policies and procedures for compliance with
the various federal, state and local regulatory requirements applicable to our operations, both domestically and
internationally.
FOR THESE REASONS, THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS
THAT THE STOCKHOLDERS VOTE "AGAINST" PROPOSAL 4.
OTHER BUSINESS
The Board knows of no other business to be brought before the Annual Meeting. If, however, any other
business should properly come before the Annual Meeting, the persons named in the accompanying proxy will
vote the proxy in accordance with applicable law and as they may deem appropriate in their discretion, unless
directed by the proxy to do otherwise.
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