Cincinnati Bell 2007 Annual Report Download - page 32

ELECTION OF DIRECTORS
(Item 1 on the Proxy Card)
The Company’s Amended Regulations provide that the Board shall consist of not less than nine nor more
than 17 persons, with the exact number to be fixed and determined by resolution of the Board or by resolution of
the shareholders at any annual or special meeting of shareholders. The Board has determined that the Board shall
consist of 10 members. With the resignation of Carl Redfield in November 2006 and the resignation of David B.
Sharrock in October 2007, the Board of the Company presently has eight members, one of whom is an officer of
the Company, and two vacancies. The Board may fill these vacancies at any time. The Board continues to seek
and consider candidates to fill these vacancies. Any vacancy may be filled by the Board in accordance with law
and the Company’s Amended Regulations for the remainder of the full term of the vacant directorship.
The Company’s Amended Articles of Incorporation currently provide for the directors to be divided into
three classes of approximately equal size. As a result of the vacancies on the Board created by the resignations of
Messrs. Redfield and Sharrock, the classes of directors were no longer balanced. Since the Company’s Amended
Articles of Incorporation contemplate classes of directors of approximately equal size, the Governance and
Nominating Committee and the Board of Directors decided on October 31, 2007 to move Bruce L. Byrnes from a
Class III director to a Class I director, without extending his term. As a result of this reclassification, the three
classes of directors now contain two (Class I), three (Class II) and three (Class III) members, and, therefore, are
of approximately equal size. When these vacancies on the Board are filled, the Board will do so in a manner that
maintains the classes of approximately equal size.
Generally, at each Annual Meeting of Shareholders, directors constituting one class are elected for three-
year terms. However, because the directors whose terms are expiring are from multiple classes and nominees are
being proposed for multiple classes, not all directors at this Annual Shareholder Meeting will be elected to a
three-year term. Instead, upon election, the terms of the three directors in Class III will expire in 2011 and the
term of the one director in Class I will expire in 2009 (corresponding with the expiration of the other Class I
director). The term of the other director in Class I expires in 2009. The terms of the three directors in Class II
expire in 2010. The directors of each class will serve until their respective successors are elected and qualified.
The Board nominated John F. Cassidy, Robert W. Mahoney and Daniel J. Meyer, all of whom are
incumbent directors, as Class III directors, to serve until the 2011 Annual Meeting of Shareholders and Bruce L.
Byrnes, an incumbent director, as a Class I director, to serve until 2009. Since the Company’s retirement policy
applicable to Board members provides that directors cannot continue to serve on the Board past the annual
meeting following their attaining the age of 72, Messrs. Mahoney and Meyer will serve only until the annual
meeting in 2009, at which time their retirements will cause two vacancies in the Class III directorships.
If, at the time of the Annual Meeting, one or more of the nominees should be unavailable or unable to serve
as a candidate, the shares represented by the proxies will be voted to elect the remaining nominees, if any, and
any substitute nominee or nominees designated by the Board. The Board knows of no reason why any of the
nominees will be unavailable or unable to serve.
Information regarding the business experience of each nominee is provided below.
Our Recommendation
The three director nominees for Class III who receive the greatest number of votes will be elected to
the Board as Class III directors and the one director nominee for Class I who receives the greatest number
of votes will be elected to the Board as a Class I director. Abstentions from voting will have no effect on the
outcome of the election and, since the Company believes this matter to be “routine,” broker non-votes will
likely be voted by the organizations holding such shares in their discretion. The Board recommends
election of each of the nominees.
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