The Board of Directors has determined that all five non-employee directors - John Adamovich, Jr., William Addas, Martin D. Payson, Arnold B. Pollard and Margaret A. Williams - are independent under the applicable rules of the Nasdaq Global Market ("Nasdaq").
If no direction to the contrary is given, all proxies received by the Board of Directors will be voted "FOR" the election of John Adamovich, Jr.
, Sidney A. Miller and Martin D. Payson.
...John Adamovich, Jr. became a Director of the Company in 2005.Mr. Adamovich is a Senior Vice President and Chief Financial Officer of Aeroflex Incorporated, a global provider of high technology solutions to the aerospace, defense and broadband communications markets.Prior thereto, Mr. Adamovich was Executive Vice President and Chief Financial Officer of Rainbow Media Enterprises, a wholly owned subsidiary of Cablevision Systems Corporation.Prior to joining Rainbow Media Enterprises, he was Group Vice President, Chief Financial Officer and Treasurer of Pall Corporation.In addition, Mr. Adamovich, a Certified Public Accountant, was an SEC Reviewing Partner and a Professional Practice Partner during his 23 years at KPMG LLP, in its audit practice.
...Payson (Chairman), Pollard and Adamovich, engages the Company's independent registered public accounting firm, reviews the plan for and result of their auditing engagement with that firm and the independence of that firm, as described below in more detail in the "Report of the Audit Committee."
, Addas, Payson and Pollard or Ms. Williams has a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is an "independent director" as defined under Nasdaq rules.
...John Adamovich, Jr.