PROPOSALS TO BE VOTED ON
Election of Directors
(Proposal 1)
Description
Which directors are nominated for election?
Mses. Joan H. Gillman and Jean F. Rankin and Messrs. S. Douglas Hutcheson, John A. Kritzmacher, John D. Markley, Jr., William J. Merritt,
and Philip P. Trahanas are recommended by the Nominating and Corporate Governance Committee and nominated by the Board for election at the 2020 annual meeting, each to serve a one-year term until our annual
meeting in 2021 and until his or her successor is elected and qualified.
Set forth below is biographical information about the seven
nominees, each of whose current terms of office expire at the 2020 annual meeting, and other information about their skills and qualifications that contribute to the effectiveness of the Board.
What are their backgrounds?
Joan H. Gillman, 56, has been a director of the company since April 2017. From 2006 to 2016, Ms. Gillman served as Executive Vice
President of Time Warner Cable, Inc. (Time Warner Cable), as well as Chief Operating Officer of Time Warner Cable Media and President of Time Warner Cable Media, LLC. Ms. Gillman joined Time Warner Cable as Vice President of
Interactive TV and Advanced Advertising in 2005. Prior to Time Warner Cable, among other roles, she served as the President of Static2358, the interactive TV, games and production subsidiary of OpenTV, and as Director, Business Development, of
British Interactive Broadcasting, the digital and interactive TV joint venture between BSkyB, BT, HSBC and Matsushita. Ms. Gillman began her career working in public affairs, serving in various roles for a U.S. Senator, including as Legislative
Director and State Director. Since October 2016, Ms. Gillman has also been a member of the board of directors of Centrica plc, an international energy and services company based in the United Kingdom where she serves on the safety, health,
environment, security, remunerations and ethics and nominating committees. In addition, since November 2016, she has served on the board of directors of Airgain, Inc., a leading provider of embedded antenna technologies used to enable high
performance wireless networking, and she is currently a member of such boards audit committee, and chairs the nominating and corporate governance committee, as well as the board of directors of Cumulus Media, which she joined in June 2018 and
where she is a member of the compensation and nominating committees of such board. Since May 2018, she has also chaired the Jesuit Volunteer Corps and is the Foundation Manager and Trustee of the David T. Langrock Foundation. The Board has concluded
that Ms. Gillman should serve as a director of the company because her more than 20 years of executive experience in the media and communications industries and her knowledge of content development and distribution as well as key areas like
partnership, mergers and acquisitions and marketing make her a valuable resource and strengthen the companys knowledge of the companies and industries shaping its existing and future markets.
S. Douglas Hutcheson, 64, has been a director of the company since July 2014, and he assumed the role of Chairman of the Board in June
2015. Since 2015, Mr. Hutcheson has served as a senior advisor of Technology, Media and Telecom for Searchlight Capital, a global private investment firm. From March 2014 through May 2017, Mr. Hutcheson served as Chief Executive Officer
and a director of Laser, Inc., a corporation created in connection with the acquisition of Leap Wireless International, Inc. (Leap Wireless), a wireless communications carrier, by AT&T in March 2014. Prior to March 2014,
Mr. Hutcheson served as Chief Executive Officer of Leap Wireless and its operating subsidiary, Cricket Communications, for nine years, where he was responsible for developing and implementing strategy, all operations, and the oversight of all
relationships and partnerships. Before serving as Chief Executive Officer, Mr. Hutcheson held other executive positions at Leap Wireless, including President and Chief Financial Officer. Prior to joining Leap Wireless, he was Vice President of
Marketing in the wireless infrastructure division at Qualcomm for three years, where he