|KAMAN CORP filed this Form DEF 14A on 03/03/2017|
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AMENDMENT TO CERTIFICATE OF INCORPORATION
DECLASSIFYING THE BOARD OF DIRECTORS
Our Board of Directors is currently divided into three classes, and members of each class are elected to serve for staggered three-year terms. A shareholder proposal asking the Company to take the steps necessary to declassify the Board and provide for the annual election of directors was presented to shareholders at the 2016 Annual Meeting of Shareholders, and the proposal received the favorable vote of approximately 61% of the votes cast on the proposal. Our Board has carefully considered the results of the voting and, after extensive deliberations and discussions with outside advisers and shareholders, the Board is now submitting a proposal to amend our Amended and Restated Certificate of Incorporation ("Restated Certificate") to declassify the Board and is unanimously recommending that shareholders vote "FOR" approval of the proposal.
If the proposal is approved by shareholders, the amendment would become effective upon the filing of an appropriate certificate of amendment with the Secretary of State of the State of Connecticut promptly following the 2017 Annual Meeting of Shareholders. A corresponding amendment would be made to the Company's Bylaws.
The full text of the proposed amendment is set forth below. As amended, the Restated Certificate and Bylaws would provide that directors elected at the 2018 Annual Meeting and thereafter would be elected to one-year terms. In accordance with the shareholder proposal approved by shareholders at the 2016 Annual Meeting, the declassification of the Board would be phased in so that it would not affect the unexpired term of any director elected before the 2018 Annual Meeting. Therefore, the directors elected at the 2017 Annual Meeting would be elected to three-year terms, expiring at the 2020 Annual Meeting. The terms of the directors elected at the 2016 Annual Meeting would expire at the 2019 Annual Meeting, and the terms of the directors elected at the 2015 Annual Meeting would expire at the 2018 Annual Meeting. From and after the 2020 Annual Meeting, all directors would stand for election annually. Any director first elected by the Board as a result of a newly created directorship or to fill a vacancy on the Board of Directors would hold office until the next annual meeting of shareholders.
Text of Proposed Amendment
Clause D(2) of Article Seventh of the Restated Certificate is proposed to be deleted in its entirety and replaced with the following language:
(2) Classes. Directors elected prior to the 2018 Annual Meeting of Shareholders shall continue to be, and are, divided into three classes, as nearly equal in number as possible, and shall hold office for a term expiring at the Annual Meeting of Shareholders held in the third year following the year of their respective elections and until their respective successors are duly elected and qualified. Directors elected at each Annual Meeting of Shareholders commencing with the Annual Meeting of Shareholders in 2018 shall hold office for a term of one year expiring at the next Annual Meeting of Shareholders and until their respective successors are duly elected and qualified.
The Board of Directors unanimously recommends that shareholders vote "FOR" approval of the proposed amendment to the Restated Certificate declassifying our Board of Directors.
In order to be approved by shareholders, the proposed amendment to the Restated Certificate requires the affirmative vote of the holders of at least 66 2/3% of the outstanding shares of Common Stock. Because favorable votes are measured against our outstanding shares, abstentions and broker non-votes will have the same effect as a vote against the proposal. If the proposed amendments to the Restated Certificate are not approved by shareholders, the corresponding amendments to the Company's Bylaws will not become effective and the Board of Directors will remain classified.
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