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Quorum
and Voting Requirements
The Company has one class of Common Stock. Each
share of Common Stock is entitled to one vote upon
each matter to be voted on at the Annual Meeting.
Stockholders do not have the right to cumulate votes
in the election of Directors. Only stockholders
of record at the close of business on December 20,
2002 (the "Record Date") will be entitled
to vote at the Annual Meeting. As of the Record
Date, there were 430,147,895 shares of Common Stock
issued and outstanding.
The accompanying proxy is solicited from the holders
of the Common Stock on behalf of the Board of Directors
of the Company and is revocable at any time by giving
written notice of revocation to the Secretary of
the Company prior to the Annual Meeting or by executing
and delivering a later-dated proxy via the Internet,
via telephone or by mail prior to the Annual Meeting.
Furthermore, the stockholders who are present at
the Annual Meeting may revoke their proxies and
vote in person. All shares of the Company's Common
Stock represented by properly executed and unrevoked
proxies will be voted by the Board of Directors
of the Company in accordance with the directions
given therein. Where no instructions are indicated,
proxies will be voted "FOR" the proposals
set forth in this Proxy Statement for consideration
at the Annual Meeting. The Directors expect shares
of the Common Stock held by executive officers and
Directors of the Company will be voted "FOR"
such proposals. Such shares, not including shares
held in the names of spouses of executive officers
and Directors, represent approximately 45 percent
of the Common Stock outstanding as of December 20,
2002.
A quorum consisting of at least a majority of shares
of Common Stock must be present at the meeting for
any business to be conducted. Shares of Common Stock
entitled to vote and represented by properly executed,
returned and unrevoked proxies, including shares
with respect to which votes are withheld, abstentions
are cast or there are broker non-votes, will be
considered present at the meeting for purposes of
determining a quorum. |
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Voting
Electronically Via the Internet
Stockholders may vote via the Internet at the www.ProxyVote.com
Web site until 11:59 p.m. Eastern Standard Time
February 11, 2003. The Internet voting procedures
are designed to authenticate the stockholder’s
identity and to allow stockholders to vote their
shares and confirm that their instructions have
been properly recorded. If you would like to receive
future stockholder materials electronically, please
enroll after you complete the voting process at
www.ProxyVote.com.
Please refer to the proxy card enclosed herewith
or to the e-mail announcement that you may have
received for voting instructions. If you choose
not to vote over the Internet, please complete and
return the paper proxy card in the pre-addressed,
postage-paid envelope provided herewith.
If you elected to receive this Proxy Statement electronically
over the Internet and would now like to receive
a paper copy of this Proxy Statement so that you
may submit a paper proxy in lieu of an electronic
proxy, please notify the Secretary of the Company
of this request. |
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