Juno 2015 Annual Report Download - page 8

Table of Contents
Mark Harrington has been our Executive Vice President and General Counsel since August 2015. Mr. Harrington most recently served as Senior
Vice President, General Counsel, and Corporate Secretary of Guidance Software, Inc., a leading provider of software solutions for digital investigations, where
he oversaw the worldwide legal department, was the lead legal officer for the company’s 2006 IPO, and managed multi-jurisdictional SaaS, patent and
employment litigation. Prior to joining Guidance Software in 2004, Mr. Harrington was the Division General Counsel and Senior Attorney for the
Communications Infrastructure Group of Intel Corporation. Mr. Harrington joined Intel after helping successfully complete the merger and integration of
Trillium Digital Systems in 2000. He also held previous legal positions at Munger, Tolles & Olson and Ticketmaster. Mr. Harrington received his B. A. from
UCLA and his J.D. from Southwestern University School of Law, and is a member of the California State Bar.
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Section 16(a) of the Exchange Act requires that our executive officers and directors, and persons who own more than 10% of a registered class of our
equity securities, file reports of ownership and changes in ownership (Forms 3, 4 and 5) with the SEC. Executive officers, directors and greater-than-10%
beneficial owners are required to furnish us with copies of all of the forms that they file.
Based solely on our review of these reports or written representations from certain reporting persons, we believe that during the fiscal year ended
December 31, 2015, our officers, directors, greater-than-10% beneficial owners, and other persons subject to Section 16(a) of the Exchange Act filed on a
timely basis all reports required of them under Section 16(a) so that there were no late filings of any Form 3 or Form 5 reports or late Form 4 filings with
respect to transactions relating to our common stock.
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We are committed to having sound corporate governance principles. Having such principles is essential to maintaining our integrity in the
marketplace. Our Corporate Governance Guidelines, Code of Ethics and the charters for each of the Audit, Compensation and Nominating and Corporate
Governance Committees are available on our corporate website (www.unitedonline.com) under “Investors.” Please note, however, that information contained
on the website is not incorporated by reference in this Form 10-K/A or considered to be a part of this document. A copy of our Corporate Governance
Guidelines, Code of Ethics and the Committee charters may also be obtained upon request to our Investor Relations department.
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Our Code of Ethics applies to all of our directors and officers, including, but not limited to, our Chief Executive Officer and Chief Financial Officer.
The Code of Ethics constitutes our “code of ethics” within the meaning of Section 406 of the Sarbanes-Oxley Act and is our “code of conduct” within the
meaning of the Nasdaq Marketplace Rules applicable to companies whose stock is listed for trading on the Nasdaq Global Select Market. We intend to
disclose on our website at www.unitedonline.com any amendment to, or waiver of, any provision of our Code of Ethics to the extent required by applicable
rules and exchange requirements.
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The Board of Directors has three standing committees: the Audit Committee, the Compensation Committee and the Nominating and Corporate
Governance Committee. The Secondary Compensation Committee, which was a standing committee for part of 2015, was dissolved in March 2015. In
addition, the Board of Directors may establish special committees to consider various matters. The Board of Directors sets fees for members of the special
committees as the Board of Directors deems appropriate in light of the amount of additional responsibility special committee membership may entail.
During 2015, each director attended or participated in 75% or more of the aggregate of (i) the total number of meetings of the Board of Directors and
(ii) the total number of meetings held by all committees of the Board of Directors on which such director served. Our Board of Directors held 18 meetings
during 2015. Members of the Board of Directors and its committees also consulted informally with management from time to time and acted at various times
during 2015 by written consent without a meeting. Additionally, non-management Board members met in executive sessions without the presence of
management periodically, at least once each quarter, during 2015. We do not have a policy regarding director attendance at our annual meetings. All of our
directors attended our annual meeting held in 2015.
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