Cincinnati Bell 2007 Annual Report Download - page 39

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Amendment of Amended Regulations
Under Ohio law, a director continues to serve in office until his or her successor is elected or until there is a
decrease in the number of directors, even if the director is a candidate for re-election and does not receive the
required vote. To address the potential for such a “holdover director” if the new majority vote standard is
adopted, the Board has approved a new provision to be added to the Company’s Amended Regulations as a
Section of Article II (and the remaining sections of Article that would be renumbered accordingly) to read as
follows.
[Section 2] [Section 3].** Failed Director Election/Director Resignation.If a nominee for director is
not elected and the nominee is an incumbent director, the director shall promptly tender his or her
resignation to the board of directors, subject to acceptance by the board of directors. The Governance and
Nominating Committee will make a recommendation to the board of directors as to whether to accept or
reject the director’s resignation or whether other action should be taken. The board of directors will act on
the tendered resignation, taking into account the Governance and Nominating Committee’s
recommendation, and publicly disclose (by a press release, a filing with the Securities and Exchange
Commission or other broadly disseminated means of communication) its decision regarding the tendered
resignation and the rationale behind the decision within 90 days from the date of the certification of the
election results. The Governance and Nominating Committee in making its recommendation and the board
of directors in making its decision may consider any factors or other information that they consider
appropriate and relevant. The director who tenders his or her resignation will not participate in the
recommendation of the Governance and Nominating Committee or the decision of the board of directors
with respect to his or her resignation.
If a director’s resignation is accepted by the board of directors pursuant to this Regulation, or if a
nominee for director is not elected and the nominee is not an incumbent director, the board of directors may
fill the resulting vacancy pursuant to Section 5 of Article II of the Regulations or may decrease the size of
the board pursuant to the provisions of Section 1 of Article II of the Regulations.
The provision will become effective upon shareholder approval of the amendment described herein and
upon filing of the Certificate of Amendment described above. A holdover director issue only arises if the
majority voting standard is adopted.
The new Regulation provision provides that, if an incumbent director is nominated but not re-elected, the
director shall tender his or her resignation to the Board, subject to acceptance by the Board. The Governance and
Nominating Committee will make a recommendation to the Board concerning such resignation, and the Board
will act on the tendered resignation and publicly disclose its decision regarding the tendered resignation and the
rationale behind its decision within 90 days from the date of the certification of the election results. The director
who tenders his or her resignation will not participate in the recommendation of the Governance and Nominating
Committee or the decision of the Board with respect to his or her resignation.
If a director’s resignation is accepted by the Board pursuant to the proposed regulation, or if a nominee for
director is not elected and the nominee is not an incumbent director, the Board may fill the resulting vacancy or
may decrease the size of the Board pursuant to other provisions of the Amended Regulations.
** The numbering of the Section to be added to Article II of the Amended Regulations if the Majority Vote
Proposal is adopted will depend on whether the Company’s Declassification Proposal is approved by the
shareholders. If the Declassification Proposal is approved, the new Section to Article II will be numbered
“Section 3”; but if the Declassification Proposal is not approved, the new Section to Article II will be
numbered “Section 2.”
25
Proxy Statement