Board Nominations Clause Samples
The Board Nominations clause outlines the procedures and criteria for selecting and appointing members to a company's board of directors. Typically, it specifies who has the right to nominate candidates, the qualifications required, and the process for reviewing and approving nominations, such as through a nominating committee or shareholder vote. This clause ensures a transparent and orderly method for board appointments, helping to prevent disputes and maintain effective corporate governance.
Board Nominations. (i) UCP shall (A) increase the authorized number of directors on the UCP Board from six to seven, effective as of immediately prior to the 2017 Annual Meeting and (B) nominate ▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇ (the “Director Nominees”) as the slate of directors to be elected at the 2017 Annual Meeting to serve as directors of UCP with a term expiring at UCP’s 2020 Annual Meeting of Stockholders (subject to Section 1(b) below). The Parties acknowledge that, prior to the date hereof, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ has (x) agreed to serve on the UCP Board, (y) completed and executed all questionnaires, agreements and other materials required by the UCP Bylaws and requested by UCP of director candidates and (z) has provided the information that is required to be disclosed for candidates for directors in a proxy statement and similar documents under the securities laws applicable to UCP and/or the rules and regulations of the New York Stock Exchange. Furthermore, the Parties acknowledge that, prior to the date hereof, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ has agreed, upon election as a director of UCP, to comply with all policies, codes of conduct, confidentiality obligations, securities trading policies, director qualification requirements and codes of ethics generally applicable to all of UCP’s non-management directors.
(ii) The UCP Board shall recommend, and UCP shall support and solicit proxies for, the election of each of the Director Nominees, at the 2017 Annual Meeting.
(iii) Except as otherwise contemplated by Section 1(a)(i) above, at any time prior to the 2017 Annual Meeting, UCP shall not increase or decrease the authorized number of directors on the UCP Board.
(iv) Promptly following the election of ▇▇▇▇ ▇. ▇▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ as directors on the UCP Board at the 2017 Annual Meeting, the UCP Board shall appoint ▇▇. ▇▇▇▇▇▇ as a member of the Compensation Committee of the UCP Board and Mr. Locker as a member of the Nominating and Corporate Governance Committee of the UCP Board.
Board Nominations. (a) The Company agrees that, with respect to any annual meeting or special meeting of stockholders of the Company at which directors are to be elected to the Board (such meeting, any other annual meeting or special meeting of stockholders or any action by written consent of stockholders, each a “Stockholder Meeting”), the Company shall:
(i) at any time Investor Anchor Beneficially Owns greater than 25.0% of the then-outstanding shares of Common Stock (the “25% Threshold”), designate for nomination three Investor Nominees who are Acceptable Persons to the Board; provided that, one such Investor Nominee shall be an Independent Director;
(ii) at any time Investor Anchor Beneficially Owns greater than 17.5% of the then-outstanding shares of Common Stock (the “17.5% Threshold”) but less than or equal to the 25% Threshold, designate for nomination two Investor Nominees who are Acceptable Persons to the Board; and
(iii) at any time Investor Anchor Beneficially Owns greater than 5.0% of the then-outstanding shares of Common Stock (the “5% Threshold”) but less than or equal to the 17.5% Threshold, designate for nomination one Investor Nominee who is an Acceptable Person to the Board.
(b) [Reserved.]
(c) From the Closing until the date on which Investor Anchor Beneficially Owns fewer than 5% of the then-outstanding shares of Common Stock (such date, the “Board Designation Expiration Date”), the Company shall take all Necessary Actions to cause the Board to reflect the Board composition contemplated by Section 3.1 and Section 3.2, including the following: (i) at or prior to each Stockholder Meeting, (A) include any Investor Nominees designated by Investor pursuant to Section 3.1 and Section 3.2(a) in the slate of nominees recommended by the Board to the Company’s stockholders for election as directors, (B) solicit proxies seeking to obtain stockholder approval of the election of the Investor Nominees, including causing officers of the Company who hold proxies (unless otherwise directed by the Company stockholder submitting such proxy) to vote such proxies in favor of the election of such Investor Nominees, in each case of clauses (A) and (B) to the extent (x) Investor has complied in all material respects with Section 3.4, (y) Investor is entitled to designate such Investor Nominees pursuant to Section 3.1 and Section 3.2(a), and (z) permitted by applicable Law, and (ii) to take all Necessary Actions to cause the Investor Nominees to be elected to the Board, includin...
Board Nominations. The Company and each Purchaser shall use its best efforts, including without limitation, with respect to each Purchaser, by voting or acting by written consent with respect to all shares of Stock which it is entitled to vote or so act (and by directing the holder of the Special Voting Share pursuant to the Canadian Transaction Agreements to vote or act by written consent with respect to the Special Voting Share, with respect to that number of votes it is entitled to so direct such holder pursuant to the Canadian Transaction Agreements), to cause the Board to effect, the nomination of the following individuals as Common Directors:
(i) JO, so long as the JO Employment Agreement provides that JO shall serve as a director of the Company;
(ii) the CEO; and
(iii) from and after an Event of Automatic Conversion, two individuals designated by the Purchasers, provided that the Purchasers Beneficially Own in the aggregate at least ____ shares(3) of Class A Stock on a Fully-Diluted Basis (assuming that every reference to "Class B Stock" in the definition of "Fully-Diluted Basis" was replaced with "Class A Stock") (the "Purchaser Common Directors").
Board Nominations. Section 2.1 of the Stockholders Agreement is hereby deleted and replaced in its entirety with the following:
Board Nominations. The Board of the Company shall be composed of at least twelve (12) members plus, pursuant to clause (v) below, the President of the Company; provided, that the Company and the Holders have agreed (i) that the Series A Purchaser Group shall be entitled, through a nominating committee or other procedure adopted by the Board, to designate for nomination by the Board three (3) nominees for election to the Board, (ii) that the Series B Purchaser Group shall be entitled, through a nominating committee or other procedure adopted by the Board, to designate for nomination by the Board one (1) nominee for election to the Board, (iii) that the Doubletree Holders shall be entitled, through a nominating committee or other procedure adopted by the Board, to designate for nomination by the Board two (2) nominees for election to the Board, (iv) that the ▇▇▇▇▇▇/Fix Holders shall be entitled, through a nominating committee or other procedure adopted by the Board, to designate for nomination by the Board two (2) nominees for election to the Board and (v) that the Doubletree Holders together with the ▇▇▇▇▇▇/Fix Holders shall be entitled, through a nominating committee or other procedure adopted by the Board, to designate for nomination by the Board the President of the Company and/or such number of independent directors for election to the Board as shall constitute the remainder of the Board.
Board Nominations. The Board of the Company shall be composed of five (5) members. With respect to such five (5) members, the Company and the Holders have agreed (i) that the Series A Purchaser Group shall be entitled, through a nominating committee or other procedure adopted by the Board, to designate for nomination by the Board two (2) nominees for election to the Board, (ii) that the Series B Purchaser Group shall be entitled, through a nominating committee or other procedure adopted by the Board, to designate for nomination by the Board one (1) nominee for election to the Board, and (iii) that the Doubletree Holders together with the ▇▇▇▇▇▇/Fix Holders shall be entitled, through a nominating committee or other procedure adopted by the Board, to designate for nomination by the Board two (2) nominees for election to the Board (one (1) of whom shall be an independent director). Immediately upon the closing of the Transactions (as defined in Section 2 below), the Board of the Company shall be reduced to five (5) members and to the extent that any Holders wish to appoint or replace any of their designees to the Board, as permitted under this Section 2.1, at such time, the Board shall immediately designate any such designees and replacements."
Board Nominations. Upon Closing, and for so long as the Purchaser shall continue to own at least 1,400,000 shares of common stock purchased by it on the Closing Date, the Board of Directors of the Company shall consist of nine (9) members and the Purchaser shall have the right to nominate four (4) out of nine (9) members to the Board of Directors of the Company, and to effect such nominations, the parties hereby agree to the following procedure: In the event the Closing shall have taken place prior to the 1999 Annual Shareholder Meeting of the Company, the Company shall amend its proxy to include, in addition to the current eight Directors being nominated for re-election, the addition of four individuals designated by the Purchaser, with the effect of creating a 12-member Board. Within one month following the later of (i) the Closing, or (ii) the said 1999 Annual Shareholder Meeting of the Company, the Company shall require the resignation of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and the two outside Board members who have served the shortest terms in such capacity, with the effect that the Board will be reduced to a 9-member Board, with 4 members to annually be designated by the Purchaser and 5 members to annually be designated by recommendation to the shareholders of the Company by the Board members other than the designees of the Purchaser. The Company agrees to recommend to the shareholders the election of such entire slate of nominations and the Purchaser agrees to vote their shares, in person or by proxy, for the election of such entire slate of nominations. At such time as Purchaser shall beneficially own less than 75% of the Shares or shall have a decrease in ownership requiring Purchaser to modify its Form 13D with the SEC, Purchaser shall use its best efforts to cause such remaining director or directors, who has or have been elected hereunder at Purchaser's designation, to promptly resign from the Company's Board of Directors. The Company agrees that so long as Purchaser is entitled pursuant to the terms of this Section 5.04 to representation on the Board of Directors of the Company, the Company shall not increase or decrease the number of Directors constituting the entire Board of Directors, except as contemplated by this Agreement.
Board Nominations. (i) The nominating and corporate governance committee of the Board (the “Nominating Committee”) shall consist entirely of Non-affiliated Directors (as defined in the Company’s Articles) and shall nominate for election the directors to be elected by shareholders as set forth in Section 9(b)(ii).
(ii) Subject to applicable law, relevant stock exchange rules and the Company’s corporate governance standards, the Nominating Committee shall nominate as directors to be elected by shareholders the persons identified in a written nomination signed by the Shareholder (such nominated directors the “Exxaro Directors”). Subject to applicable law and to the extent that doing so would not be inconsistent with the directors’ duties, the Company shall use reasonable best efforts to cause the Board and the Nominating Committee to take all actions necessary (including recommending the election of the Exxaro Directors to the Company’s general meeting) such that the Exxaro Directors designated for nomination in accordance with this Section 9(b) shall be elected as directors.
Board Nominations. Effective immediately, for a period of not less than two years, the Board will implement a policy of nominating persons to serve as directors who are not employees of the Company, except that the Board will continue to be permitted to nominate, in its discretion, the Company's Chief Executive Officer.
Board Nominations. The Company and the Holders have agreed (i) that the Purchaser Group shall be entitled, through a nominating committee or other procedure adopted by the Board, to designate for nomination by the Board three nominees for election to the Board, (ii) that the Doubletree Holders shall be entitled, through a nominating committee or other procedure adopted by the Board, to designate for nomination by the Board two nominees for election to the Board, (iii) that the DeBo▇▇/▇▇▇ Holders shall be entitled, through a nominating committee or other procedure adopted by the Board, to designate for nomination by the Board two nominees for election to the Board and (iv) that the Doubletree Holders together with the DeBo▇▇/▇▇▇