The Restated and Amended Articles of Incorporation and the Amended and Restated Code of By-laws of Hillenbrand
provide that members of the Board of Directors are classified with respect to the terms that they serve by dividing them into three equal (or near-equal) classes. Directors in each class are elected to serve three-year terms or until their successors have been duly elected and qualified.
Additionally, one director in Class II, Joy M. Greenway, was elected by the Board
as a director effective February 27, 2013, to serve for an interim term ending at the 2014 Annual Meeting and to fill the Class II vacancy created upon the retirement of Ray J. Hillenbrand
from the Board. Ms. Greenway has been nominated to serve a two-year term ending at the 2016 Annual Meeting. Ms. Greenway has agreed to serve for the additional term if elected.
Mr. Hillenbrand also is a director of Hill-Rom Holdings, Inc. (formerly Hillenbrand Industries, Inc.), the former parent corporation of the Company, having served on that Board since 1972.
served as that company’s Chief Executive Officer from 1989 until 2000 and as President from 1981 until 1999.
Prior to his retirement in December 2000, Hillenbrand Industries, Inc. had employed Mr. Hillenbrand throughout his business career.
Mr. Hillenbrand is a member of the Board of the Ocean Reef Medical Center, the Ocean Reef Medical Center Foundation, and the Ocean Reef Cultural Center.
He previously served on the Boards of DPL, Inc. (1992-2008) and Pella Corporation (2001-2008).
Mr. Hillenbrand is the Chief Executive Officer of Hillenbrand Capital Partners, an unaffiliated family investment partnership.
The Company’s Board of Directors concluded that Mr. Hillenbrand should serve as a director based on his valuable insight into and experience in the death care industry.
Mr. Hillenbrand is one of three directors remaining on the Board who has deep experience in the death care industry (the others being Mr. Johnson and Mr. Raver).