Investor Relations
Candidate Submission Procedure
1. Stockholder submissions of candidates must be in writing. Submissions may be sent by mail or courier, addressed to the Committee at the Company's offices at 200 North 33rd Street, Quincy, Illinois 62305, at such other address designated from time to time by the Company in the materials distributed to stockholders. E-mail submissions will not be accepted unless and until the Company determines to permit such submission and communicates that decision to stockholders.
2. Candidates submitted for the Committee's consideration need not be current stockholders of the Company. However, if the candidate owns shares, beneficially or of record, the submission should disclose such ownership.
3. Submitting stockholders must be current stockholders of Common Stock of the Company. If submitting stockholders own shares beneficially but not of record, the submission must include suitable evidence of such beneficial ownership of Common Stock. Anonymous submissions will not be accepted.
4. Stockholders may submit themselves as director candidates.
5. The submission, in order to be complete and timely, must contain all information required under the By-laws. If the Committee or its agents request additional information on a candidate reasonably related to the candidate's suitability to serve as director, the submitting stockholder shall furnish such information, which may include any and all information that would be required to be disclosed about the candidate in the annual meeting proxy statement, if such candidate were to be selected by the Nominating Committee as a nominee for director.
6. The Committee's consideration of a candidate submitted by a stockholder may not involve significant review or discussion in cases where the Committee deems such not to be appropriate in light of the circumstances. In some instances, the Committee may defer serious consideration of a stockholder-submitted candidate until a later date deemed more suitable.
7. The Committee may request Company employees, including management (or may retain its own agents or consultants) to screen candidates submitted for consideration by stockholders and review information contained in submissions or gathered with respect to such submissions, and to consult with the Committee regarding such candidates. Such screening and assistance will not, however, include the ability of any such employee, agent or consultant to eliminate or remove any candidate properly submitted from ultimate Committee consideration, and all decisions on candidates properly submitted will be within the Committee's sole discretion.
8. Subject to applicable law, all information received from stockholders relating to the submission of a candidate for consideration by the Committee will be treated as confidential unless and until the Committee has determined to recommend any such candidate as a nominee, and in the event of any such determination, only such information about the candidate as must be disclosed, and such additional information as the candidate consents to be disclosed, will be subsequently disclosed. All Committee deliberations regarding candidates submitted for its consideration will be treated as confidential, except to the extent both the Committee and the candidate consent to disclosure thereof or as otherwise required by law.
9. Stockholders submitting candidates for consideration by the Committee as nominees will be advised by the Company when their submissions have been received and when the candidates are likely to receive consideration by the Committee.
10. The Nominating Committee, after consideration of any candidates submitted by the stockholders, will advise any such candidates whether the Committee will nominate such candidate. In addition, if a candidate nominated by a stockholder is not nominated by the Committee, the Committee will also advise the candidate and nominating stockholder that such candidate's name will appear on the directors' ballot at the next annual stockholders' meeting (but not in the Company's proxy statement or proxy card), unless the candidate withdraws his or her name.
Investor Relations
