Virgin Media 2006 Annual Report Download - page 213

annual meeting of stockholders, or at any special meeting of stockholders called for the purpose of electing directors, (a) by or at the
direction of the Board of Directors (or any duly authorized committee thereof), (b) by any stockholder of the Corporation (i) who is a
stockholder of record on the date of the giving of the notice provided for in this Section 5 and on the record date for the determination
of stockholders entitled to notice of and to vote at such meeting and (ii) who complies with the notice procedures set for in this Section
5.
In addition to any other applicable requirements, for a nomination made by a stockholder, such stockholder must have given
timely notice thereof in proper written form to the Secretary of the Corporation.
To be timely, a stockholder’s written notice to the Secretary of the Corporation must be delivered to or mailed and received at
the principal executive offices of the Corporation, in the case of: (x) an annual meeting, not less than seventy−five (75) days nor more
than ninety (90) days prior to the first anniversary of the date of the immediately preceding year’s annual meeting of stockholders;
provided, however, that if the date of the annual meeting advanced more than thirty (30) days prior to or delayed by more than thirty
(30) days after the anniversary of the preceding year’s annual meeting, to be timely, notice by the stockholder must be so received not
later than the close of business on the tenth (10th) day following the day on which notice of the date of the annual meeting was mailed
or public disclosure of the date of the annual meeting is first given or made (which for this purpose shall include a and all filings of the
Corporation made on the EDGAR system of the Securities and Exchange Commission or any similar public database maintained by
Securities and Exchange Commission), whichever first occurs; and (y) a special meeting of stockholders called for the purpose of
electing directors, not later than the close of business on the tenth (10th) day following the day on which notice of the date of the
special meeting was mailed or public disclosure of the date of the special meeting is first given or made (which for this purpose shall
include any and all filings of the Corporation made on the EDGAR system of the Securities and Exchange Commission or any similar
public database maintained by the Securities and Exchange Commission).
To be in proper written form, a stockholder’s notice to the Secretary of the Corporation must set forth (a) as to each person
whom the stockholder proposes to nominate for election as a director (i) the name, age, business address and residence address of the
person, (ii) the principal occupation or employment of the person, (iii) the class or series and number of shares of capital stock of the
Corporation which are owned beneficially or record by the person and (iv) any other information relating to the person that would be
required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for
election of directors pursuant to Section 14 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules
and regulations promulgated thereunder and (b) as to the stockholder giving the notice (i) the name and record address of such
stockholder proposing such nomination, (ii) the class or series and number of shares of capital stock of the Corporation which are
owned beneficially or of record by such stockholder, (iii) a description of all arrangements or understandings between such
stockholder and each propose nominee and any other person or persons (including their names) pursuant to which the nomination(s)
are to be made by such stockholder, (iv) a representation that such stockholder intends to appear in person or by proxy at the meeting
to nominate the persons named in its notice and (v) any other information relating to such stockholder that would be required to be
disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors
pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder. Such notice must be accompanied
by a written consent of each proposed nominee to being named or referred to as a nominee and to serve as a director if elected. The
Corporation may require any proposed nominee to furnish such other information (which may include meetings to discuss the
information) as may reasonably be required by the Corporation to determine the eligibility of such proposed nominee to serve as a
director of the Corporation.
No person shall be eligible for election as a director of the Corporation unless nominated in accordance with the procedures
set forth in this Section 5. The officer of the Corporation presiding at the meeting shall, if the facts warrant, determine and declare to
the meeting that the nomination was defective in accordance with the provisions of this Section
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Source: VIRGIN MEDIA INVESTM, 10−K, March 01, 2007