Boardroom Alpha
Start trial
8-K primary document
DJCO · Current Report (Form 8-K) · Filed February 5, 2026

Daily Journal Corp — 8-K exhibit

ex_917093.htm
Daily Journal Corp on Boardroom Alpha

Exhibit 99.1

 

NOMINATING COMMITTEE OF THE BOARD OF DIRECTORS OF

DAILY JOURNAL CORPORATION

 

CHARTER

 

I.

PURPOSE

 

The Nominating Committee (the “Committee”) is a committee of the Board of Directors (the “Board”) of Daily Journal Corporation (the “Corporation”) established to support the Board in fulfilling its fiduciary duties to appoint the best-qualified candidates for election as directors.

 

II.

COMPOSITION

 

The Committee shall be composed of three or more directors, as determined by the Board.

 

All members of the Committee shall meet the independence requirements of the Nasdaq Stock Market and the rules and regulations of the Securities Exchange Commission (the “Commission”).

 

The members of the Committee shall be elected by the Board at the annual organizational meeting of the Board or until their successors shall be duly elected and qualified. Unless a Chair is elected by the full Board, the members of the Committee may designate a Chair by majority vote of the full Committee membership.

 

III.

MEETINGS

 

The Committee shall meet at least twice a year or as often as a majority of its members deems appropriate. The Committee may meet in person, by telephone or by electronic means at times and places to be determined by the Committee Chair. The Chair shall provide Committee members with an agenda in advance of Committee meetings and communicate the details of the meetings to them in a timely fashion.

 

IV.

RESPONSIBILITIES AND DUTIES

 

 

■

Develop selection criteria for the recruitment of director candidates, and review the description of such criteria in the “Nominations” section of the Corporation’s annual proxy statement.

 

 

■

Call for nominations of director candidates in accordance with applicable law and Commission rules.

 

 

■

Review nominations against the selection criteria and develop a slate of nominees each year that fulfills those criteria for Board selection.

 

 

■

Vet all candidates to ensure that they have the proper competencies, experience and willingness to fulfill their duties and responsibilities as directors.

 

 

■

Ensure that the Board composition meets all legal requirements and is otherwise appropriate in terms of independence and diversity.

 

 

■

Recommend candidates to fill vacancies on the Board.

 

 

■

Fulfill other duties as assigned by the Board.

 

V.

COMMITTEE EVALUATION

 

The Committee will evaluate its performance periodically and make recommendations for changes to the Board.

 

 
Disclaimer

The opinions and information contained herein have been obtained or derived from sources believed to be reliable, but Boardroom Alpha cannot guarantee its accuracy and completeness, and that of the opinions based thereon.

This report contains opinions and is provided for informational purposes only – it does not constitute investment, legal or tax advice. You should not rely solely upon the research herein for purposes of transacting securities or other investments, and you are encouraged to conduct your own research and due diligence, and to seek the advice of a qualified securities professional before you make any investment.

None of the information contained in this report constitutes, or is intended to constitute a recommendation by Boardroom Alpha of any particular security or trading strategy or a determination by Boardroom Alpha that any security or trading strategy is suitable for any specific person. To the extent any of the information contained herein may be deemed to be investment advice, such information is impersonal and not tailored to the investment needs of any specific person.

No representation or warranty, expressed or implied, is made on behalf of Boardroom Alpha as to the accuracy or completeness of the information contained herein. Boardroom Alpha does not accept any liability for any direct, indirect or consequential loss or damage suffered by any person as a result of relying on all or any part of this research and any liability is expressly disclaimed.

Full disclaimer