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ELECTION OF DIRECTORS
(Proposal 1)
The Board of Directors currently consists of twelve members. Each of our current directors will stand for
reelection at the Annual Meeting, except Gary Kusin whose term expires at the Annual Meeting.
To be elected as a director, each director nominee must receive a plurality of the votes cast at the Annual
Meeting for the election of directors. A description of our policy regarding nominees who receive a Majority
Withheld Vote in an uncontested election is set forth under "Quorum and Voting." Should any director nominee
become unable or unwilling to accept nomination or election, the proxy holders may vote the proxies for the
election, in his or her stead, of any other person the Board of Directors may nominate or designate. Each director
nominee has expressed his or her intention to serve the entire term.
Directors and Nominees
The following table and text set forth the name, age and positions of each director nominee:
Name
Age
Position
Elaine Agather . . . . . . . . . . . . . . . . .
56
Director
Jeffrey N. Boyer . . . . . . . . . . . . . . . .
54
Director
Kosta N. Kartsotis . . . . . . . . . . . . . . .
59
Chairman of the Board and Chief Executive Officer
Diane Neal . . . . . . . . . . . . . . . . . . . .
55
Director
Thomas M. Nealon . . . . . . . . . . . . . .
51
Director
Elysia Holt Ragusa . . . . . . . . . . . . . .
61
Lead Independent Director
Jal S. Shroff . . . . . . . . . . . . . . . . . . . .
75
Director
James E. Skinner . . . . . . . . . . . . . . . .
58
Director
Michael Steinberg . . . . . . . . . . . . . . .
83
Director
Donald J. Stone . . . . . . . . . . . . . . . . .
83
Director
James M. Zimmerman . . . . . . . . . . .
68
Director
The following sets forth biographical information and the qualifications and skills for each director
nominee:
Elaine Agather was appointed to the Board of Directors on February 8, 2007, effective February 12, 2007.
Ms. Agather is currently a member of the Company's Audit Committee and Chairperson of the Compensation
Committee. Since 1999, Ms. Agather has served as Chairperson of JP Morgan Chase, Dallas Region. She also
has served as South Region Head and Managing Director of JPMorgan Private Bank since 2001. From 1992 until
1999, she served as Chairperson of Texas Commerce Bank in Fort Worth, Texas. Ms. Agather has extensive
leadership experience as CEO and Chairperson of large organizations, substantial banking experience and
financial acumen developed through her CEO and Chairperson experience.
Jeffrey N. Boyer was appointed to the Board of Directors effective December 20, 2007. Mr. Boyer is
currently Chairman of the Company's Audit Committee and a member of the Finance Committee. He has served
as Executive Vice President and Chief Financial Officer of 24 Hour Fitness Worldwide, one of the world's
largest privately owned and operated fitness center chain, since April 2008. Mr. Boyer previously served as
President and Chief Financial Officer of Michaels Stores, Inc. from March 2006 until March 2008. Mr. Boyer
also held the position of Executive Vice President and Chief Financial Officer of Michaels Stores, Inc. from
January 2003 to March 2006. Prior to joining Michaels, he served as the Executive Vice President and Chief
Financial Officer of Kmart Corporation. From 1996 until 2001, he held multiple positions with Sears, Roebuck &
Company, advancing to the post of Senior Vice President and Chief Financial Officer. Mr. Boyer 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.
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