Director Recommendations from Shareholders
. The N&CG Committee does not intend to alter the manner in which it evaluates candidates, including the minimum criteria set forth above, for candidates recommended by a shareholder. Shareholders who wish to recommend candidates for the N&CG Committee’s consideration must submit a written recommendation to the Secretary of the Company at 1 Leggett Road, Carthage, MO 64836. Recommendations must be sent by certified or registered mail and received by December 15
th
for the N&CG Committee’s consideration for the following year’s annual meeting of shareholders. Recommendations must include the following:
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Shareholder’s name, number of shares owned, length of period held and proof of ownership.
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Candidate’s name, address, phone number and age.
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A resume describing, at a minimum, the candidate’s educational background, occupation, employment history and material outside commitments (memberships on other boards and committees, charitable foundations, etc.).
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A supporting statement which describes the shareholder’s and candidate’s reasons for nomination to the Board of Directors and documents the candidate’s ability to satisfy the director qualifications described above.
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The candidate’s consent to a background investigation.
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The candidate’s written consent to stand for election if nominated by the Board and to serve if elected by the shareholders.
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Any other information that will assist the N&CG Committee in evaluating the candidate in accordance with this procedure.
Director Nominations for Inclusion in Leggett’s Proxy Materials (Proxy Access).
In February 2017, following the Board’s review of evolving governance practices and engagement with shareholders, the Board approved a proxy access bylaw. The bylaw permits a shareholder, or group of up to 20 shareholders, owning at least 3% of our outstanding shares continuously for at least three years, to nominate and include in Leggett’s proxy materials up to the greater of two nominees or 20% of the Board, provided the shareholders and nominees satisfy the requirements specified in our bylaws. Notice of proxy access nominees for the 2018 annual meeting must be received no earlier than January 9, 2018 and no later than February 8, 2018.
Notice of Other Director Nominees.
For shareholders intending to nominate a director candidate for election at the 2018 annual meeting outside of the Company’s nomination process, our bylaws require that the Company receive notice of the nomination no earlier than January 9, 2018 and no later than February 8, 2018. This notice must provide the information specified in Section 2.2 of the bylaws.
Transactions with Related Persons
According to the Corporate Governance Guidelines, the N&CG Committee reviews and approves or ratifies transactions in which the Company or a subsidiary is a participant, the amount involved exceeds $120,000 and a related person has a direct or indirect material interest. If the transaction with a related person concerns compensation, the review of the transaction falls to the Compensation Committee.
The Company’s executive officers and directors are expected to notify the Company’s Corporate Secretary of any current or proposed transaction that may be a related person transaction. The Corporate Secretary will determine if it is a related person transaction and, if so, will include it for consideration at the next meeting of the appropriate Committee. Approval should be obtained in advance of a related person transaction whenever practicable. If it becomes necessary to approve a related person transaction between meetings, the Chair of the appropriate Committee is authorized to act on behalf of the Committee. The Chair will provide a report on the matter to the full Committee at its next meeting.
The full policy for reviewing transactions with related persons, including categories of pre-approved transactions, is found in our Corporate Governance Guidelines (available on Leggett’s website at
www.leggett-search.com/governance
).
Each of the following transactions was approved in accordance with our Corporate Governance Guidelines:
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We buy shares of our common stock from our employees from time to time. In 2016 and early 2017, we purchased shares from three of our executive officers: 212,740 shares from Karl Glassman for a total of $10,455,029; 45,000 shares from Matthew Flanigan for a total of $2,235,450; and 5,000 shares from Dennis Park for a total of $256,460. All employees, including executive officers, pay a $25 administrative fee for each transaction. If the Company agrees to purchase stock before noon, the purchase price is the closing stock price on the prior business day; if the agreement is made after noon, the purchase price is the closing stock price on the day of purchase.