As part of the Company’s commitment to good corporate governance
practices and principles and in furtherance of Board refreshment
initiatives, in 2018, the Board adopted as part of its corporate
governance principles a mandatory director retirement age of 75 and
set a director term limit of 12 years, subject to certain
exceptions to allow for terms of up to no more than 15 years as
necessary to ensure an orderly transition of Board members and
leadership positions. In December 2020, the Board made revisions to
the mandatory director retirement age to allow the Board, on the
recommendation of the Environmental, Social, Governance and
Nominating Committee and for good cause shown, to provide up to
two, one-year waivers of this retirement requirement.
In December 2020, the Board, upon the recommendation of the
Environmental, Social, Governance and Nominating Committee, voted
to utilize the exception to the director term limit policy to allow
Mr. England to stand for re-election at the 2021 Annual
Meeting of Stockholders despite his having achieved 12 years of
Board service, in order to ensure continuity of leadership, due to
the small size of the Board and in consideration of
Mr. England’s leadership and capabilities.
In January 2022, the Board, upon the recommendation of the
Environmental, Social, Governance and Nominating Committee, voted
to utilize the exception to the director term limit and mandatory
retirement age policy to allow Mr. England to stand for
re-election at the 2022 Annual Meeting of Stockholders (the “2022
Annual Meeting”) notwithstanding his having achieved more than 12
years of Board service and having reached the age of 75. This
decision was made in consideration of Mr. England’s unique
leadership strengths — he was (and continues to be) the only
independent Director nominee with chief executive officer
experience — and his deep understanding of the Company and service
on the Board helps to provide balance and continuity of leadership
given the significant number of new Board members elected in
2021.
In December 2022, the Board further amended the Company’s corporate
governance principles to allow the Board, on the recommendation of
the Environmental, Social, Governance and Nominating Committee, for
good cause shown, to waive the mandatory retirement age requirement
as to any Director if it deems such waiver to be in the best
interest of the Company (without limiting the number of waivers
available to a Director). In addition, the director term limit
provisions of the corporate governance principles were further
amended to provide that the Board shall not nominate for
re-election any Director that has completed 12 years of service as
a Director of the Company on or prior to the date of election to
which such nomination relates; provided, however, that the Board,
on the recommendation of the Environmental, Social, Governance and
Nominating Committee, may exempt a director from this restriction
provided that such Director has not completed more than 20 years of
service as a Director of the Company on or prior to the date of
election to which such nomination relates.
In December 2022, the Board, upon the recommendation of the
Environmental, Social, Governance and Nominating Committee, voted
to utilize the exceptions to the mandatory retirement age and
director term limit policy to allow Mr. England to stand for re-election at the
Annual Meeting despite his having attained the age of 75 and having
achieved more than 12 years of Board service, in order to ensure
continuity of leadership and in consideration for
Mr. England’s leadership and capabilities.
DIRECTOR
ORIENTATION
As part of our Director orientation process, each new Director is
provided with orientation materials, attends a presentation by the
management team with the opportunity for questions and engagement
and participates in a tour of the Company’s manufacturing
facility.
MAJORITY VOTING STANDARD IN DIRECTOR ELECTIONS
In 2016, the Board approved an amendment to the Company’s by-laws
to, among other changes, adopt a majority voting standard in
uncontested Director elections, providing that each Director shall
be elected by a majority of votes cast. Under our amended and
restated by-laws, a majority of the votes cast standard requires
that the number of shares voted “for” a Director must exceed the
number of votes cast “against” that Director’s election.
Abstentions and broker non-votes are not counted as votes cast with
respect to a Director’s election.
In addition, following certification of the stockholder vote in an
uncontested election, if any incumbent Director receives a greater
number of votes “against” his or her election than votes “for” his
or her election, the Director shall promptly tender his or her
resignation to the Chairman of the Board. The Environmental,
Social, Governance and Nominating Committee shall promptly consider
such resignation and recommend to the Board whether to accept the
tendered resignation or reject it. In deciding upon its
recommendation, the Environmental, Social, Governance and
Nominating Committee shall consider all relevant factors including,
without limitation, the length of service and qualifications of the
Director and the Director’s contributions to the Company and the
Board.