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Proxy
PROPOSAL 1:
ELECTION OF DIRECTORS
What is the structure of the Board of Directors?
Our Board of Directors must consist of 1 to 15 directors, with the exact number, currently
fixed at 9, set by the Board pursuant to and in compliance with our shareholders’ agreement with Buck
Holdings, L.P., and the sponsor shareholders identified in that agreement. All directors are elected
annually by our shareholders.
Who are the nominees this year?
The nominees for the Board of Directors consist of 9 current directors. If elected, each
nominee would hold office until the 2014 annual meeting of shareholders and until his or her successor
is elected and qualified. These nominees, their ages at the date of this document and the calendar year
in which they first became a director are listed in the table below.
Name Age Director Since
Raj Agrawal 40 2007
Warren F. Bryant 67 2009
Michael M. Calbert 50 2007
Sandra B. Cochran 54 2012
Richard W. Dreiling 59 2008
Patricia D. Fili-Krushel 59 2012
Adrian Jones 48 2007
William C. Rhodes, III 47 2009
David B. Rickard 66 2010
What are the backgrounds of this year’s nominees?
Mr. Agrawal joined Kohlberg Kravis Roberts & Co., L.P. (‘‘KKR’’) in May 2006 and is the
North American head of KKR’s Infrastructure business. He previously was a member of KKR’s Retail
and Energy and Natural Resources industry teams. From 2002 to May 2006, he was a Vice President
with Warburg Pincus, where he was involved in the execution and oversight of a number of investments
in the energy and infrastructure sector. Mr. Agrawal’s prior experience also includes Thayer Capital
Partners, where he played a role in the firm’s business and manufacturing services investments, and
McKinsey & Co., where he provided strategic and mergers and acquisitions advice to clients in a
variety of industries. KKR’s affiliates indirectly own a substantial portion of our outstanding common
stock through their investment in Buck Holdings, L.P. and related entities. Mr. Agrawal is a director of
Colonial Pipeline Company and Bayonne Water JV Parent, LLC.
Mr. Bryant served as the President and Chief Executive Officer of Longs Drug Stores
Corporation, a retail drugstore chain on the West Coast and in Hawaii, from 2002 through 2008 and as
its Chairman of the Board from 2003 through his retirement in 2008. Prior to joining Longs Drug
Stores, he served as the Senior Vice President of The Kroger Co., a retail grocery chain, from 1999 to
2002. Mr. Bryant is a director of OfficeMax Incorporated and George Weston LTD of Canada.
Mr. Calbert joined KKR in 2000 and has been directly involved with several portfolio
companies. He heads the Retail industry team within KKR’s Private Equity platform. He joined
Randall’s Food Markets beginning in 1994 and served as the Chief Financial Officer from 1997 until it
was sold in September 1999. He joined KKR in January 2000. Mr. Calbert also previously worked as a
certified public accountant and consultant with Arthur Andersen Worldwide from 1985-1994, where his
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