www.sec.gov/Archives/edgar/data/63814/0000063814-09-000 -
[Cached Version]
Published on: 4/30/2009
Last Visited: 5/15/2009
Five directors will be elected at the Annual Meeting. The Company's nominees for Common Director are Robert J. Cruikshank, Stanley D. Rosenberg and Michael J. Rosenthal. The Company's nominees for General Director are J. Kent Friedman and Ezra G. Levin. Each nominee is currently a Board member, and has extensive experience in other board and business positions. See the remainder of this Proxy Statement for further information concerning the nominees and other Company directors. This information includes their tenure as directors; the Board committees on which they served in 2008; their business experience, compensation, and ownership of Capital Stock; and any material transactions with the Company. Each director nominee has consented to serve if elected.
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Stanley D. Rosenberg
Director
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Rosenberg, age 77, has served as a director of the Company since June 1981. He is a nominee for reelection as a Common Director of the Company to serve one year. Mr.
Rosenberg is a partner in the San Antonio, Texas law firm of Tuggey Rosenthal Pauerstein Sandoloski Agather LLP. He was a partner in the law firm of Arter & Hadden LLP from April 1999 until May 2001; a partner in the law firm of Rosenberg, Tuggey, Agather, Rosenthal & Rodriguez from February 1990 through April 1999; and a partner in the law firm of Oppenheimer, Rosenberg & Kelleher, Inc. from its inception in 1971 until February 1990. Mr.
Rosenberg has also held leadership roles in various legal and philanthropic capacities, including: Committee Chairman-State Bar of Texas Task Force on Title Companies (1984 to 1990); Member, University of Texas Graduate School of Business Advisory Council (1991 to 1992); Member of the Board of Visitors, University of Texas Law School (1992 to 1994); and, Director, University of Texas Health Science Center Development Board (1994 to present).
Michael J. Rosenthal. Mr.
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Cruikshank, Levin, Rosenberg and Rosenthal are "independent" under the current standards of the NYSE Amex (formerly the American Stock Exchange; the "NYSE Amex"). In making this determination, the Board considers any transactions or relationships between any of such directors and the Company or any of its affiliates. This included the fact that Mr. Levin's law firm performs limited legal services for the Company and certain of its subsidiaries and other affiliates.
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Stanley D. Rosenberg