Additionally, Thomas A. Quadracci
will not be standing for reelection at the annual meeting.
However, in recognition of his long service as a director and a past chairman of our board of directors, and to ensure that the board retains Mr. Quadracci’s strategic viewpoints and perspectives on key board decisions, Mr. Quadracci will be appointed by the board as a director emeritus and will be invited to attend future meetings of the board and its committees but, after the date of our annual meeting, he will no longer be a member of the board or entitled to vote on board or committee matters.
Mr. Quadracci has served as a director since 2006, and was chairman of our board of directors from 2006 until 2009.
Mr. Quadracci was executive chairman of Quad/Graphics, Inc., one of the United States’ largest commercial printing companies which he co-founded in 1971, until January 1, 2007, where he also served at various times as executive vice president, president and chief executive officer, and chairman and chief executive officer.
Mr. Quadracci also founded and served as President of Quad/Tech, Inc., a manufacturer and marketer of industrial controls, until 2002.
Our board has determined that each of Ms. Rich and Messrs. Altschaefl, Jacobson, Quadracci
, Schueller and Williamson is independent under the listing standards of the NYSE Amex LLC
(which we refer to as the “NYSE Amex”).
Our audit and finance committee was established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934 (which we refer to as the “Exchange Act”) and is currently comprised of Messrs. Altschaefl, Quadracci
, Schueller and Williamson, with Mr. Altschaefl acting as the chair.
Our audit and finance committee meets the requirements for independence under the current rules of the NYSE Amex and the SEC
, as Messrs. Altschaefl, Quadracci
, Schueller and Williamson are all independent directors for such purposes.
Our compensation committee is currently comprised of Ms. Rich and Messrs. Jacobson, Quadracci
and Williamson, with Mr. Williamson acting as the chair.
Our compensation committee meets the requirements for independence under the current NYSE Amex
and SEC rules, as Ms. Rich and Messrs. Jacobson, Quadracci
and Williamson are all independent directors for such purposes.
Our nominating and corporate governance committee is comprised of Ms. Rich and Messrs. Quadracci, Altschaefl and Schueller, with Mr. Quadracci acting as the chair.
Thomas A. Quadracci(8)
Consists of (i) 82,976 shares of Common Stock; (ii) 3,600 shares of Common Stock held by Mr. Quadracci’s wife; and (iii) 38,545 shares of Common Stock issuable upon the exercise of vested and exercisable options.
The number does not include 38,846 shares of Common Stock subject to options held by Mr. Quadracci that will not become exercisable within 60 days of May 31, 2011.