Harris Teeter 2012 Annual Report Download - page 72

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PROPOSAL 1
ELECTION OF DIRECTORS
Under the Company’s Bylaws, the Board of Directors of the Company shall consist of not less than nine nor
more than thirteen members, which number shall be fixed and determined from time to time by resolution of the Board
of Directors. The number of directors currently is fixed at ten, but the Board of Directors has fixed the number at
eleven effective at the Annual Meeting. All of the members of the Board of Directors will be elected annually to serve
one year terms. At the Annual Meeting the shareholders will elect all eleven members of the Board of Directors.
The Board of Directors has nominated the eleven persons listed herein to be elected as directors at the Annual
Meeting, each for a term of one year. All of the nominees other than Mr. Ordan are currently members of the Board
of Directors.
It is intended that the persons named as proxies in the accompanying form of proxy will vote to elect as a
director each of the eleven nominees listed herein, each to serve until the next Annual Meeting of Shareholders
or until such nominee’s successor shall be elected and qualified to serve, in each case unless authority to so vote
is withheld. Although the Board of Directors expects that each of the nominees will be available for election, in
the event a vacancy in the slate of nominees is occasioned by death or other unexpected occurrence, it is intended
that shares represented by proxies in the accompanying form will be voted for the election of a substitute nominee
selected by the persons named in the proxy.
Once a quorum is present at the Annual Meeting, director nominees will be elected by a plurality of the votes
cast. This means that the director nominee with the most votes for a particular seat on the Board of Directors is
elected for that seat. You may vote “for” or “withheld” with respect to the election of directors. Only votes “for”
count in determining whether a plurality has been cast in favor of a director. Abstentions are not counted for purposes
of the election of directors.
Votes withheld from director nominees do not technically have the effect of an “against” vote with respect
to the election of directors. However, in accordance with the Company’s Corporate Governance Guidelines, each
nominee for election to the Board of Directors has agreed in writing that if he or she receives a greater number
of votes “withheld” from his or her election than votes “for” such election (a “Majority Withheld Vote”), that he
or she will, with no further action, immediately resign from the Board of Directors, effective upon acceptance of
the resignation by the Board of Directors after its receipt of the recommendation of the Corporate Governance &
Nominating Committee. Abstentions and broker non-votes are not considered “withheld” votes.
If a nominee is the subject of a Majority Withheld Vote, the Corporate Governance & Nominating Committee
will promptly consider the resignation, and consider a range of possible responses based on the circumstances that
led to the Majority Withheld Vote, if known, and make a recommendation to the Board of Directors. The Board
of Directors then will decide whether or not to accept the resignation at its next regularly scheduled Board of
Directors meeting, or, if a regularly scheduled meeting will not occur within 100 days of the date the election is
certified by the inspector of elections, the Board of Directors will hold a special meeting to consider the matter.
Thereafter, the Board of Directors will promptly disclose the explanation of its decision in a Current Report on
Form 8-K filed with the Securities and Exchange Commission.
A director who is the subject of a Majority Withheld Vote will not participate in the Corporate Governance
& Nominating Committee’s recommendation or the Board of Directors’ action regarding whether to accept (i) such
director’s resignation or (ii) the resignation of any other director who is then also the subject of a Majority Withheld
Vote.
The Board of Directors recommends that the shareholders vote to elect all of the nominees as directors.
Set forth herein is the name of each nominee for election to the Board of Directors, as well as each such person’s
age, his or her current principal occupation (which has continued for at least the past five years unless otherwise
indicated) together with the name and principal business of the company by which such person is employed, if
any, the period during which such person has served as a director of the Company, all positions and offices that
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