D&O Questionnaire
D&O Questionnaire
* This content has been excerpted from Preparing For Your 2004 Annual Meeting (Bowne
SecuritiesConnectTM Library), updated by Brian J. Lane, Elizabeth A. Ising, Jacqueline
Landells and Spencer H. Wright of Gibson, Dunn & Crutcher LLP. © 2004, Gibson,
Dunn & Crutcher LLP. All rights reserved. No part of this book may be reproduced or
transmitted in any form by any means, electronic or mechanical, including photocopying,
recording, or by any information storage and retrieval system, without prior written per-
mission. Design and Layout Copyright © 2004 Bowne & Co., Inc.
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[COMPANY NAME]
Name of Respondent:
__________________________________
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I
GENERAL INFORMATION
Question 1:
[SEC Regulation S-K, Items 401(a) and (b)]
Name and Date of Birth. Please set forth your full name
and date of birth.
Answer:
Question 2:
[SEC Regulation S-K, Item 401(d)]
Family Relationships. If you have any family relationship, by
blood, marriage or adoption not more remote than first cousin, with, any
director, executive officer, or nominee to become a director or executive
officer of the Company, its parent, any of its subsidiaries (as listed in
Appendix B), or other affiliates, or any individual who has been
employed by the Company in the past three years as an executive officer,
please identify such relative and describe the nature of the relationship.
Answer:
Question 3: Principal Occupation and Employment.
[SEC Regulation S-K, Items 401(a), (b), (e)]
(a) Please give a brief account of your business experience
during the past five years (together with applicable dates); include
your principal occupations and employment during that period,
including but not limited to any executive officer position; the name
and principal business of any company, partnership or other entity
in which such occupations and employment were carried on; and
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If yes:
(i) Please specify the company name(s) and your position
within the company(ies):
(ii) Do you serve on any board committees or otherwise
determine compensation for the executives of such company? If
yes, please specify:
YES _______________ NO _______________
(iii) Did any executive officer of the Company serve on the
compensation committee of the board or otherwise determine
compensation of the executives of any such company during the
Last Fiscal Year? If yes, please give specifics:
YES _______________ NO _______________
(iv) Did any executive officer of the Company serve on the
board of any such company? If yes, please give specifics.
YES _______________ NO _______________
(v) If your answer to Question 4(b)(iv) above is “yes”, did
any executive officer of any such company also serve on the com-
pensation committee of the Company’s board or otherwise
serve on the Company’s board during the Last Fiscal Year? If
yes, please give specifics, including information about whether
that company is a competitor of the Company.
YES _______________ NO _______________
Question 5:
[SEC Regulation S-K, Items 103, 401(f) and 401(g)]
Involvement in Certain Legal Proceedings. Have any of the fol-
lowing events occurred during the last five years:
(a) Was a petition under the Federal bankruptcy laws, as
amended, or any state insolvency law, as amended, filed by or
against you, or a receiver, fiscal agent or similar officer appointed by
a court for the business or property of (i) yourself, (ii) any partner-
ship in which you were a general partner at or within two years
before such event, or (iii) any corporation or business association of
which you were an executive officer at or within two years before
such event?
YES _______________ NO _______________
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(g) With respect to the following, are you aware of any claims
or pending legal proceedings against the Company, any of its sub-
sidiaries or any of its properties involving:
(i) any pending legal proceeding (or group of proceedings
involving the same legal or factual issues) which would involve
any claim for monetary damages greater than $[____million]
(10% of the Company’s current assets), other than proceedings
between the Company and [_____]; or
(ii) any pending administrative or judicial proceeding
arising under any federal, state or local provisions
regulating the discharge of materials into the environment or
primarily for the purpose of protecting the environment which
would involve a claim for monetary damages greater than
$[____ million] (10% of the Company’s current assets); or
(iii) any proceeding by a governmental authority, involv-
ing the imposition of sanctions greater than $100,000.
YES _______________ NO _______________
II
SECURITY OWNERSHIP
Question 6: Your Securities Holdings.
[For Questions 6-8: SEC Regulation S-K, Items 402, 403(b) and 405, SEC Rule
13d-3, 16a-2 and 16a-3]
(a) As to each class of equity securities of the Company, its
parent or any subsidiary, state the total number of shares or other
units beneficially owned by you as of ______, 200__.
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(c) Shares or
Units Excluded
but Issued in
Your Name
(d) Of the total number of shares or units beneficially owned
by you, as reported in answer to Question 5(a), indicate below the
amounts as to which you have sole or shared voting or investment
power and the amount as to which you have the “right to acquire ben-
eficial ownership” (as defined in paragraph 2(b) of the Appendix).
Common
Answer:
Stock Other
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3 Note: “x” and “y” should be the amounts roughly equal to 5% of the outstanding
shares in the particular class of stock, perhaps rounded down to some convenient thresh-
old. Management can then determine if any person owns 5% or more.
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III
DIRECTORS’ COMPENSATION
THIS SECTION SHOULD BE COMPLETED ONLY IF YOU ARE
A DIRECTOR OF THE COMPANY. IF YOU ARE AN OFFICER, BUT
NOT A DIRECTOR, OF THE COMPANY YOU SHOULD PROCEED
TO QUESTION 12. CERTAIN EXECUTIVE OFFICERS, OF THE
COMPANY WILL ALSO BE ASKED TO COMPLETE A SEPARATE
EXECUTIVE OFFICER COMPENSATION WORKSHEET.
Question 10:
[For Questions 10-11, SEC Regulation S-K, Items 402(g) and 404(a), SEC
Rule 16b-3(b)(3), IRS Reg. 1.162-27(e)(3)]
State the amount of compensation paid to you pursuant to any stan-
dard arrangement applicable to all directors during the Last Fiscal Year
for your services as director (including any additional amounts paid to
you for committee participation or special assignments).
Answer:
Question 11:
If, as a director of the Company, you received any payment for your
services as a director pursuant to any arrangement not applicable to all
directors of the Company, please state the amount of such compensation
and describe such arrangement.
Answer:
IV
CERTAIN TRANSACTIONS AND RELATIONSHIPS
Question 12:
[SEC Regulation S-K, Item 404(a)]
Transactions with Management. In the table on the following
page, describe any transaction (or series of similar transactions), during
the Company’s Last Fiscal Year, or any currently proposed transaction
(or series of similar transactions), to which the Company or any of its sub-
sidiaries was or is to be a party, and in which you had or anyone in your
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Question 13:
[SEC Regulation S-K, Item 404(c), Section 402 of Sarbanes-Oxley Act of 2002]
Indebtedness of Management. If you or any associate of yours has
been indebted to the Company or any of its subsidiaries at any time
during the Company’s Last Fiscal Year, state: (a) the name of the indebted
person; (b) if the indebted person is an associate, the nature of your rela-
tionship to that person; (c) the largest aggregate amount of indebtedness
outstanding at any time during the Company’s Last Fiscal Year; (d) the
nature of the indebtedness and of the transaction in which it was
incurred; (e) the amount of indebtedness outstanding as of the latest
practicable date (indicating that date); and (f) the rate of interest paid or
charged thereon, if any.
Include (with respect to yourself only) any instances where the
Company, either directly or indirectly (including through a subsidiary),
extended or maintained credit for you, arranged for the extension of
credit, or renewed any extension of credit, in the form of a personal loan
to or for you.
Answer:
Question 14:
[SEC Regulation S-K, Item 402(h) and 403(c)]
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Question 19:
[For Question 19-20, SEC Regulation S-K, Item 402(a) and 404(a)]
If you are an executive officer of the Company, state whether: (a) you
received any amount in the Last Fiscal Year (including any personal ben-
efits) from any third party (individual or entity) or (b) anyone in your
immediate family received any amount from the Company or its subsid-
iaries, under any transaction or due to any relationship, including those
described in Questions 12 and 13, the primary purpose of which was to
furnish you such compensation for services rendered to the Company or
its subsidiaries and describe and state the amount(s) of compensation
received.
Answer:
Question 20:
If you are a director of the Company, state whether: (a) you received
any amount in the Last Fiscal Year (including any personal benefits) from
any third party (individual or entity) or (b) anyone in your immediate
family received any amount from the Company or its subsidiaries,
under any transaction or due to any relationship, including those
described in Questions 12, 13 and 17, the primary purpose of which was
to furnish you such compensation and describe and state the amount(s)
of compensation received.
Answer:
Question 21. Compliance with “Outside Director” Requirements of
Internal Revenue Service Regulation 1.162-27(e)(3).
Please respond to the following questions only if you are a Director
of the Company.
(a) If you are a former employee of the Company, its’ parent
or any of its subsidiaries (for purposes of this Question __, the Com-
pany, its parents and its subsidiaries are referred to collectively as
the “Affiliated Group”) and received compensation for your prior
services (other than benefits under a tax-qualified retirement plan)
during the Company’s last fiscal year, please state the amount and
nature of such compensation and the member of the Affiliated
Group from which such compensation was received.
(b) (i) During the Last Fiscal Year did you or any entity
(including any sole proprietorship, trust, estate, partnership,
corporation or other entity) in which you own, or have owned,
in excess of a 50% beneficial ownership interest (i) receive pay-
ments, either directly or indirectly, from a member of the
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