As discussed under the section titled, “BACKGROUND OF THE SOLICITATION,” to preserve its rights to nominate at the Annual Meeting three existing directors for re-election (Messrs. Patterson, Pechock and Cohen), and five new independent director candidates (Messrs. Lifton, Hall
, Banks, Hasan and McKinzie), pursuant to the Company’s bylaws, on February 23, 2013, MatlinPatterson delivered a written notice to the Company regarding nomination of these individuals.
Therefore, in order to prevent the occurrence of a Change of Control of the Board under the Retention Plan, MatlinPatterson expects to nominate five persons for election as directors: Mark R. Patterson, Christopher R. Pechock, Marshall Cohen, Jaime Lifton and Keith B. Hall.
Patterson, Pechock, Cohen, Hall
and Lifton as directors.
Patterson, Pechock, Cohen, Lifton and Hall
as directors under Proposal 1.
Keith B. Hall
Mr. Hall has been an independent corporate director since 2004.
Mr. Hall served as Executive Vice President and Chief Financial Officer for Education Dynamics, an internet lead-generation company serving the post-secondary education market, from April through November 2012.
is not a subsidiary, parent or affiliate of the Company.
Mr. Hall’s previous employment was at LendingTree, LLC where he served as Senior Vice President and Chief Financial Officer from 1999 to 2007.
LendingTree was the fourth public company where Mr. Hall was Chief Financial Officer that was subsequently acquired.
The business address of Mr. Hall
is 17204 Connor Quay Court, Cornelius, NC 28031.
Mr. Hall holds an MBA from Harvard Business School and a B.A in Business Administration and Economics from Coe College in Iowa.
Mr. Hall serves on the boards of The Street, Inc. (since 2012), Tectura, Inc. (since 2008) and WhiteFence, Inc. (since 2011), and has served on the boards of MTM Technologies, Inc. (2008-2012), Polymer Group, Inc. (2008-2011), Electronic Clearing House (2007-2008), NewRiver, Inc. (2004-2010), CoreLogic, Inc. (2008-2010), Ikonisys, Inc. (2008-2009).
has over 30 years’ experience in finance.
has a broad perspective from his
various public and private company board room experiences, ranging from internet start-ups to large-cap, international firms.
The Participants also believe that Keith Hall and Edwin Banks would each qualify as an audit committee financial expert within the meaning of Item 407(d) of Regulation S-K under the Exchange Act, and that each of them has the accounting and related financial management expertise within the meaning of the NASDAQ listing standards.
PATTERSON, PECHOCK, COHEN, HALL AND LIFTON ON THE GOLD PROXY CARD, PURSUANT TO PROPOSAL 1.