Company in connection with the duties of an HR Committee member. In doing so, the Board considered all factors set forth in the NYSE corporate governance standards (and any exceptions thereto)
and any other relevant factor, including, but not limited to (i) the source of all compensation paid by the Company to each member of the HR Committee during fiscal 2018, including any consulting, advisory, or other compensatory fees and
(ii) whether each HR Committee member is affiliated with the Company, a subsidiary of the Company or an affiliate of a subsidiary of the Company.
Other Board and Board Committee Matters
Human Resources Committee Interlocks and Insider Participation
.
None of the HR Committee members were, during fiscal 2018 or previously, an officer or employee of the Company or any of our subsidiaries. In addition, there was no interlocking
relationship between any named executive officer of the Company and any other corporation during fiscal 2018.
Attendance at Board Meetings and Annual Meeting of Shareholders.
During fiscal 2018, our Board held ten
meetings and each director attended at least 75 percent of the aggregate of (a) all meetings of the Board and (b) all meetings of the committees of the Board on which such director served. In addition, all members of the Board
attended our annual meeting of shareholders in person on February 7, 2018. We strongly support and encourage each member of our Board to attend our annual meeting of shareholders.
PROPOSAL ONEELECTION OF DIRECTORS
Background
The Board is nominating Mses. Compton, Quinn and Walters, as well as Messrs. Best, Cocklin, Donohue, Garza, Gordon, Grable, Haefner,
Sampson, Springer and Ware to continue serving as directors whose
one-year
terms will expire in 2020. All nominees were recommended for nomination by the Nominating and CG Committee of the Board.
We did
not pay a fee to any third party to identify, evaluate or assist in identifying or evaluating potential nominees for the Board. In addition, the Nominating and CG Committee did not receive any recommendations from a shareholder or a group of
shareholders who, individually or in the aggregate, beneficially owned greater than five percent (5%) of our common stock for at least one year.
The names, ages, biographical summaries and qualifications of the persons who have been nominated to serve as our directors are set forth
under
Nominees for Director
, beginning on page 19. Each of the nominees has consented to be a nominee and to serve as a director if elected. If we receive proxies that are signed but do not specify how to vote, we will vote
those shares FOR all of the nominees. In accordance with Texas and Virginia law, to be elected as a director, our bylaws require a nominee to receive the vote of a majority of the shares of our common stock entitled to vote and represented in person
or by proxy at a meeting of shareholders at which a quorum is present. Abstentions will have the same effect as an against vote for each nominee for director, but, as discussed above, broker
non-votes
will have no effect on the vote for any nominee.
Procedures for
Nomination of Candidates for Director
There are no differences in the manner in which the Nominating and CG Committee evaluates
nominees for director based on whether or not the nominee is presented by a shareholder. All director candidates shall, at a minimum, possess the qualifications for director discussed below. According to our
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