Unless a proxy shall specify that it is not to be voted for a nominee, it is intended that the shares represented by each duly executed and returned proxy will be voted in favor of the election as directors of Seymour Holtzman, David A. Levin, Jesse Choper, Alan Cohen, Stephen M. Duff, Jeremiah P. Murphy, Jr., Joseph Pennacchio and George T. Porter, Jr. On June 10, 2002, Stanley I. Berger resigned from the Board of Directors of DESIGNS INC.
...Stephen M. Duff
...(2) Mr. Duff was appointed a director of DESIGNS INC on May 14, 2002.
(3) Current member of the Audit Committee. (4) Current member of the Compensation Committee. (5) Current member of the Corporate Governance Committee. Directors and Executive Officers
...Stephen M. Duff was appointed as a director of DESIGNS INC on May 14, 2002.Mr. Duff has been a Senior Investment Manager at The Clark Estates, Inc. since 1995.From 1990 to 1995, Mr. Duff was a Vice President and Portfolio Manager at the Portfolio Group, an asset management subsidiary of The Chemical Banking Corporation.Mr. Duff is also on the Board of Directors of Easylink Services Corporation and The Clara Welch Thanksgiving Home, a not-for-profit elderly care facility in Cooperstown, New York.
...Mr. Duff was appointed a director of DESIGNS INC subsequent to February 2, 2002.
The Board of Directors has three standing committees: the Audit Committee, the Compensation Committee and the Corporate Governance Committee, which are all made up of independent non-employee directors. The Audit Committee
assists the Board of Directors in fulfilling its oversight responsibilities relating to the quality and integrity of the accounting, auditing and reporting practices of DESIGNS INC
.The committee meets at a minimum quarterly with management and DESIGNS INC
's independent auditors to review matters relating to DESIGNS INC's
financial reporting, the adequacy of internal accounting controls and the scope and results of audit work.The Audit Committee
met five times during fiscal 2002.The present members of the committee are Messrs.
...Stephen M. Duff, Director
...On May 14, 2002, Stephen M. Duff, a Senior Investment Manager at The Clark Estates, Inc., was appointed as a director of DESIGNS INC.Clark Partners I, L.P.
, one of several investment funds of The Clark Estates, Inc.
, has invested an aggregate of $11,250,000 in the recent private placement of DESIGNS INC
's senior subordinated notes and acquired Non-conditional Warrants to purchase 787,500 shares of Common Stock at an exercise price of $0.01 per share and Conditional Warrants to purchase, subject to stockholder approval, 147,059 shares of Common Stock at an exercise price of $8.50 per share.In addition, Clark Partners I, L.P.
also purchased 14,118 shares of Series B Preferred Stock. Certain Arrangements with Other Directors
...Nominees: (1) Seymour Holtzman, (2) David A. Levin, (3) Alan Cohen, (4) Jesse Choper, (5) Stephen M. Duff, (6) Jeremiah P. Murphy, Jr., (7) Joseph Pennacchio and (8) George T. Porter, Jr.