Cincinnati Bell 2008 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 12 members. The Board presently has 11 members, one of whom is an officer of the Company.
As previously disclosed, Messrs. Mahoney and Meyer will serve only until the 2009 Annual Meeting of
Shareholders, and then they will retire as required by the Company’s retirement policy applicable to Board
members that provides that directors cannot continue to serve on the Board past the annual meeting following
their attaining the age of 72. The retirement of Messrs. Mahoney and Meyer will create two additional vacancies
on the Board, and there will be three vacancies on the Board.
After the retirement of Messrs. Mahoney and Meyer, the Board intends to eliminate two of the vacancies by
reducing the size of the Board to 10 members. The Board may fill the remaining vacancy at any time in
accordance with law and the Company’s Amended Regulations.
At the 2008 Annual Meeting of Shareholders, the Company’s Amended Articles of Incorporation were
amended to declassify the Board in accordance with the following procedures:
•Current directors, including those elected to three-year terms at the 2008 Annual Meeting of Shareholders,
will continue to serve the remainder of their elected terms; and
•Starting with the 2009 Annual Meeting of Shareholders, directors seeking election to a new term will be
elected annually, so that by the 2011 Annual Meeting of Shareholders, all directors will be elected
annually.
The directors will serve until their respective successors are elected and qualified. In light of the
shareholders’ approval to declassify the Board and require the annual election of directors, the Board has
determined that any directorship vacancy filled during the transition period will require that the director stand for
election at the next annual meeting of shareholders. As a result, Mr. Maier and Mr. Lazarus are standing for
re-election. Any persons appointed in 2009 after the date of the 2009 Annual Meeting of Shareholders to fill a
vacancy on the Board would be appointed to serve only until the 2010 Annual Meeting of Shareholders.
The Board nominated Bruce L. Byrnes, Alex Shumate, Jakki L. Haussler, Mark Lazarus and Craig F. Maier,
all of whom are incumbent directors, to serve until the 2010 Annual Meeting of Shareholders.
If, at the time of the 2009 Annual Meeting of Shareholders, 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.
Majority Vote Requirements; Holdover Directors
A director nominee who receives a majority of the votes cast will be elected to the Board. If a director
nominee is an incumbent director and does not receive a majority of the votes cast, the Company’s Amended
Regulations require that such “holdover director” promptly tender his or her resignation to the Board, subject to
acceptance by the Board. The Governance and Nominating Committee would make a recommendation to the
Board as to whether to accept or reject the holdover director’s resignation or whether other action should be
taken. The Board will act on the tendered resignation by the holdover director, taking into account the
Governance and Nominating Committee’s recommendation, and publicly disclose its decision regarding the
tendered resignation of the holdover director and the rationale behind the decision within 90 days from the date
of the certification of the election results by the Inspector of Elections. The Governance and Nominating
Committee in making its recommendation and the Board in making its decision may consider any factors or other
information that they consider appropriate and relevant. The holdover director who tenders his or her resignation
shall not participate in the recommendation of the Governance and Nominating Committee or the decision of the
Board with respect to his or her tendered resignation.
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