Cincinnati Bell 2012 Annual Report Download - page 28

ELECTION OF DIRECTORS
(Item 1 on 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 nine members. The Board presently has nine members, one of whom is currently an officer of the
Company.
The directors will serve until their respective successors are elected and qualified.
The Board has nominated Phillip R. Cox, John F. Cassidy, Bruce L. Byrnes, Jakki L. Haussler, Craig F.
Maier, Alan R. Schriber, Lynn A. Wentworth, John M. Zrno and Theodore H. Torbeck, all of whom are
incumbent directors, to serve until the 2014 Annual Meeting of Shareholders. Mr. Torbeck was appointed to the
Board on January 31, 2013 to fill a vacancy caused by the resignations of Alex Shumate and Gary J. Wojtaszek.
The Board eliminated the other vacancy and determined that the Board shall consist of nine members. The Board
has determined each nominee other than Messrs. Cassidy and Torbeck are independent and has no relationship
with the Company other than as a shareholder and director.
If, at the time of the Annual Meeting, 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 on pages 17 – 19.
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.
If a holdover director’s resignation is accepted by the Board pursuant to the Company’s Amended
Regulations, the Board may either fill the resulting vacancy or, if permitted, may decrease the size of the Board
in accordance with law and the Company’s Amended Regulations.
Vote Required
A director nominee must receive a majority of the votes cast to be elected to the Board. Since neither
abstentions nor broker non-votes will be considered as votes cast in the election of directors, they will not
have an effect on the outcome of the election.
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