Frank J. Fahrenkopf, Jr.
Independent
Tenure on this board
New nominee
4 nominees · 2 ballot items.
Elect four directors (Frank J. Fahrenkopf, Jr.; Werner J. Roeder; Salvatore J. Zizza; Daniel E. Zucchi) and consider other matters, including adjournments, with proxies granted discretion to vote on other business.
Election of four directors — Frank J. Fahrenkopf, Jr.; Werner J. Roeder; Salvatore J. Zizza; and Daniel E. Zucchi — each to serve a three-year term expiring at the 2029 Annual Meeting.
Consideration and vote upon such other matters, including adjournments, as may properly come before the Meeting or any adjournments or postponements thereof.
This item is a procedural catch-all that authorizes consideration of any additional matters that properly come before the meeting, including motions to adjourn or postpone. It effectively asks stockholders to permit the proxies named on the proxy card to exercise discretion with respect to unforeseen or non-specified business at the meeting. Management includes this language to ensure the meeting can be conducted efficiently without the need to reconvene or issue supplemental proxy materials for routine or logistical matters. While conceptually administrative, the item can be consequential if a substantive or contested proposal arises late; in such circumstances the proxies’ discretion determines how shares are cast absent specific shareholder instructions. Under NYSE rules brokers may exercise discretionary authority on routine items, but non-routine matters may result in broker non-votes; this procedural item does not alter those rules but provides operational flexibility. The Board does not make an explicit for/against recommendation for unspecified matters and intends to exercise any granted discretion consistent with fiduciary duties and the interests of stockholders. For investors and analysts, this proposal should be viewed as standard housekeeping to enable the handling of adjournments and incidental business, and not as a substantive governance change. Stockholders seeking to influence outcomes of potential non-routine matters should submit specific proposals or provide explicit voting instructions rather than relying on this general authorization.
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