Unless instructed otherwise, the proxies intend to vote FOR the election of Kathryn W. Dindo, Richard K. Smucker, and William H. Steinbrink
, as Directors, each for a term of three years.
Richard K. Smucker and William H. Steinbrink
, comprise the class of Directors whose term of office expires this year and whose members are standing for re-election at the 2007 annual meeting.
...WILLIAM H. STEINBRINK Mr. Steinbrink, 64, has been a Director since 1994.He served as interim president of Wittenberg University (Ohio) from June 1, 2004 through June 30, 2005.
Prior to that time, he
had been associated with the law firm of Jones Day
since September 2001.Mr. Steinbrink is the former president and chief executive officer of CSM Industries, Inc., a manufacturer of specialty metals, a position he held between November 1996 and November 2000.Mr. Steinbrink is a member of the Nominating and Corporate Governance Committee.
...The Board has determined that all of the following seven nonemployee Directors are independent Directors: R. Douglas Cowan, Kathryn W. Dindo, Paul J. Dolan, Elizabeth Valk Long, Nancy Lopez Knight, Gary A. Oatey, and William H. Steinbrink.
Dolan, Cowan, and Steinbrink
, and affirmatively determined that the amounts paid to the entities affiliated with these individuals does not meet the threshold which would create an issue under the standards for determining independence.
...The value of the services purchased from Jones Day, from where Mr. Steinbrink officially retired in 2004, in fiscal year 2007 was approximately $91,000 and does not exceed the greater of $1,000,000 or 2% of Jones Day's consolidated gross revenues.