include the evaluation of external developments and factors, including changes in our industry, competition and technology that impact our strategy, and the review of potential material mergers
and acquisitions, combinations, joint ventures, divestitures and investments. The current members of the Strategy Committee are Messrs. Bhise, Fawaz, Montgomery, Murphy and Rendino. Mr. Montgomery currently chairs the Strategy Committee.
Meetings of the Board of Directors
Our Board of Directors met 13 times during the fiscal year ended December 31, 2018. During the fiscal year ended December 31, 2018, each director then in office attended 75% or more of the
aggregate of the meetings of our Board of Directors and of the committees on which he or she served, held during the period for which he or she was a director or committee member.
Code of Business Conduct
Our Board of Directors
has adopted a code of business conduct. The code of business conduct applies to all of our employees, officers and directors. The full text of our code of business conduct is posted on our website at
http://www.synacor.com
under the Investor
Relations section. We intend to disclose future amendments to certain provisions of our code of business conduct, or waivers of these provisions, at the same location on our website identified above and also in public filings.
Stockholder Communications with the Board of Directors
Stockholders may communicate with our Board of Directors, either generally or with a particular director, by writing to the following
address:
The Board of Directors
c/o Corporate Secretary
Synacor, Inc.
40 La Riviere Drive, Suite 300
Buffalo, NY 14202
Each such communication should set forth (i) the name and
address of such stockholder, as they appear on our books, and if the stock is held by a nominee, the name and address of the beneficial owner of the stock, and (ii) the class and number of shares of stock that are owned of record by such record
holder and beneficially by such beneficial owner.
The person receiving such stockholder communication shall, in consultation
with appropriate members of our Board of Directors as necessary, generally screen out communications from stockholders to identify communications that are (i) solicitations for products and services, (ii) matters of a personal nature not
relevant for stockholders, or (iii) matters that are of a type that render them improper or irrelevant to the functioning of our Board of Directors and Synacor.
Attendance at Annual Meeting of Stockholders by the Board of Directors
We do not have a formal policy regarding attendance by members of our Board of Directors at our annual meeting of stockholders. Directors are encouraged, but not required, to attend the annual meeting of
stockholders. Ms. Donohue and Messrs. Bhise and Levy attended our 2018 Annual Meeting of Stockholders.
Compensation of Directors
The compensation of our
non-employee
directors consists of an annual cash retainer (paid quarterly) and stock option grants (in addition to reimbursement for
reasonable
out-of-pocket
expenses incurred in attending Board and committee meetings).
17