Board Declassification. In accordance with the Company’s Restated Articles of Incorporation, Amended and Restated Bylaws and applicable state law, the Company will submit, recommend and actively solicit proxies in favor of a resolution for approval by its shareholders at the 2008 Annual Meeting to declassify the Company’s Board to provide for the annual election of all directors (the “Declassification Proposal”). The Company will seek to have such Declassification Proposal classified as a “routine matter” under New York Stock Exchange rules. Under such proposal, if approved by the Company’s shareholders, the first of such annual elections would take place at the Company’s 2009 Annual Meeting. The members of the Board will vote all of their shares in favor of the Declassification Proposal.
Appears in 2 contracts
Sources: Settlement Agreement (Crescendo Partners Ii Lp), Settlement Agreement (Charming Shoppes Inc)