Delaware (State of incorporation) |
1-12084 (Commission File Number) |
34-1559357 (IRS Employer identification No.) |
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300 Madison Avenue | ||||
Toledo, Ohio | 43604 | |||
(Address of principal executive offices) | (Zip Code) |
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| in an uncontested election of directors, each director must be elected by the vote of the majority of the votes cast with respect to that directors election; | ||
| in a contested election of directors, the directors must be elected by the vote of a plurality of the shares that are represented in person or by proxy at such meeting and that are entitled to vote on the election of directors; and | ||
| except for the election of directors or any other question or matter that, by express provision of law, or the Certificate of Incorporation, or the Amended Bylaws, requires a different vote, the affirmative vote of a majority of the shares that are present in person or represented by proxy at the meeting and that are entitled to vote on the subject matter shall be the act of the shareholders. |
| In an uncontested election of directors, any nominee for election as a director who fails to receive the vote required by Section 1 of Article III of the Companys By-Laws (the Requisite Vote) is expected to tender his or her resignation to the Board promptly following the certification of the results for such election. | ||
| The Nominating and Governance Committee shall consider each resignation tendered under the policy and recommend to the Board whether to accept or reject it. The Board will act on each tendered resignation, taking into account the Nominating and Governance Committees recommendation, within 90 days |
following the certification of the election results. The Nominating and Governance Committee in making its recommendation, and the Board in making its determination, may consider any factors or other information that it considers appropriate, including, without limitation, the reasons (if any) given by stockholders as to why they withheld their votes, the qualifications of the tendering director and his or her contributions to the Board. | |||
| The Board will promptly disclose (1) its decision whether to accept or reject each tendered resignation and (2) if applicable, the reasons for rejecting any tendered resignation, in a press release to be disseminated in the manner the Companys press releases are typically distributed. | ||
| Any director who tenders his or her resignation pursuant to the policy will not participate in the Nominating and Governance Committee recommendation or Board determination regarding whether to accept or reject his or her tendered resignation. If, however, each member of the Nominating and Governance Committee failed to receive the Requisite Vote at the same election, then the Board will create a committee comprised solely of independent directors who did not fail to receive the Requisite Vote to consider the tendered resignations and recommend to the Board whether or not to accept them. Further, if the only directors who did not fail to receive the Requisite Vote in the same election constitute three or fewer directors, all directors may participate in the Board determination regarding whether or not to accept the tendered resignations. | ||
| If a directors resignation tendered under this policy is rejected by the Board, the director will continue to serve for the remainder of his or her term and until his or her successor is duly elected and qualified, or until his or her death, resignation, retirement or removal. | ||
| If a directors tendered resignation is accepted by the Board, then the Board, in its sole discretion, may fill any resulting vacancy or may decrease the size of the Board in each case pursuant to the applicable provisions of the Companys Bylaws. | ||
| The Board shall consider as candidates for nomination for election or re-election to the Board, or to fill vacancies and new directorships on the Board, only those individuals who agree to tender, promptly following their election, re-election or appointment, an irrevocable resignation that will be effective upon (1) the directors failure to receive the Requisite Vote in his or her election as a director and (2) the acceptance of such tendered resignation by the Board. | ||
| The Board will have the exclusive power and authority to administer and interpret the policy and to make all determinations deemed necessary or advisable for the administration of the policy, including any determination as to whether any election of directors is contested. All actions, interpretations and determinations that are done or made by the Board in good faith will be final, conclusive and binding. |
LIBBEY INC. Registrant |
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Date: February 22, 2011 | By: | /s/ Susan A. Kovach | ||
Susan A. Kovach | ||||
Vice President, General Counsel & Secretary | ||||