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.
The other two current Class II directors, James A. Henderson and Ray J. Hillenbrand, have advised the Board that they intend to retire from the Board when their current terms expire at the 2013 Annual Meeting. Accordingly, they are not being nominated for re-election.
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.
is a cousin of Ray J. Hillenbrand
The Company’s Board of Directors concluded that Mr. Hillenbrand should serve as a director based on his years of experience as the CEO of Hillenbrand Industries, Inc. and service on the Board of Hillenbrand Industries and the boards of several other organizations.
Mr. Johnson is a cousin of Ray J. Hillenbrand
Ray J. Hillenbrand
Ray J. Hillenbrand has served as Chairperson of the Board of the Company since February 8, 2008.
He previously served as a director of Hillenbrand Industries, Inc., the former parent corporation of the Company, from 1970 until March 31, 2008.
served as that company’s Chairman of the Board
from January 17, 2001, until March 31, 2006.
was employed by and active for 19 years in the management of Hillenbrand Industries
prior to his
resignation as Senior Vice President and member of the Office of the President in 1977.
Mr. Hillenbrand is President of Dakota Charitable Foundation.
He is the Manager of the Dakota Partnership and the RJH Partnership, family investment partnerships, and Prairie Edge Inc., a family retail company.
He is the Chairman of the Board of the downtown Rapid City, South Dakota Economic Development Corporation.
He is also the Chairman of the Investment Committee and on the Finance Committee of the Catholic Diocese of Rapid City, South Dakota.
is a cousin of both W August Hillenbrand and Thomas H. Johnson.