The three directors whose terms expire at the 2013 annual meeting of shareholders are David C. Darnell, Barry S. Logan and George P. Sape
Upon the recommendation of the Nominating & Strategy Committee, our Board has nominated David C. Darnell, Barry S. Logan and George P. Sape
for re-election at the 2013 annual meeting of shareholders, each of whom would serve for a three-year term expiring at the 2016 annual meeting of shareholders, and each has consented to serve if elected.
David C. Darnell has been nominated as a director to be elected by the holders of Common stock, and Barry S. Logan and George P. Sape have been nominated as directors to be elected by the holders of Class B common stock.
George P. Sape, 68, has been the Managing Partner of Epstein Becker and Green, P.C., a New York-based law firm, since 1986.
Mr. Sape previously served as Vice President and General Counsel for Organizations Resources Counselors, Inc., a consulting services provider to a number of Fortune 500 companies and has served as counsel or as an advisor to various congressional committees related to labor, education and public welfare.
Mr. Sape also serves on the board of the University of Colorado School of Business.
Mr. Sape was elected to the Board in 2003 and is a member of the Audit Committee, Compensation Committee and Nominating & Strategy Committee.
The Board nominated Mr. Sape
as a director because of his
core management skills and experience as the managing partner of a large law firm, his
prior experience in consulting for Fortune 500 companies as well as his
experience in governance matters through private company directorships.
Based on its independence review, the Board determined that each of the following directors is independent: Cesar L. Alvarez; David C. Darnell; Denise Dickins; Steven R. Fedrizzi; Paul F. Manley; and George P. Sape
Manley and Sape and Dr. Dickins were the members of the Audit Committee.
Manley and Sape are the members of the Compensation Committee.
During 2012, Cesar L. Alvarez, Aaron J. Nahmad, Albert H. Nahmad and George P. Sape were the members of the Nominating & Strategy Committee.