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Directors are elected at the annual meeting to hold office until the next annual meeting and until their successors are elected and qualified. The board of directors has designated the following persons as nominees. Unless you withhold authority to vote for directors in your proxy, your shares will be voted for: JAMES R. ADAMS, DAVID L. BOREN, JAMES B. BUSEY IV, DANIEL A. CARP, THOMAS J. ENGIBOUS, GERALD W. FRONTERHOUSE, DAVID R. GOODE, WAYNE R. SANDERS and RUTH J. SIMMONS.
Nominees for Directorship
All of the nominees for directorship are now directors of the company. If any nominee becomes unable to serve before the meeting, the people named as proxies may vote for a substitute or the number of directors will be reduced accordingly.
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JAMES R. ADAMS Director Chair, Audit Committee; member, Board Organization and Nominating Committee. Chairman of the board of the company from 1996 to April 1998. Group president, SBC Communications Inc. from 1992 until retirement in 1995; president and chief executive officer of Southwestern Bell Telephone Company, 1988-92. Director, Inet Technologies, Inc. and Storage Technology Corp. |
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DAVID L. BOREN Director Member, Audit Committee and Stockholder Relations and Public Policy Committee. President of the University of Oklahoma since 1994. U.S. Senator, 1979-94; Governor of Oklahoma, 1975-79. Director, AMR Corporation, Phillips Petroleum Company and Torchmark Corporation; chairman, Oklahoma Foundation for Excellence. |
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JAMES B. BUSEY IV Director Member, Board Organization and Nominating Committee and Compensation Committee. Retired from U.S. Navy as Admiral in 1989. President and chief executive officer, Armed Forces Communications and Electronics Association, 1992-96; Deputy Secretary, Department of Transportation, 1991-92; Administrator, Federal Aviation Administration, 1989-91. Director, Curtiss-Wright Corporation; trustee and vice-chairman, MITRE Corporation. |
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DANIEL A. CARP Director Chair, Board Organization and Nominating Committee; member, Stockholder Relations and Public Policy Committee. Chairman of the board and chief executive officer of Eastman Kodak Company since 2000; president and chief operating officer since January 2002; director since 1997. President of Eastman Kodak, 1997-2001; executive vice president and assistant chief operating officer, 1995-97. Member, The Business Council and The Business Roundtable. |
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THOMAS J. ENGIBOUS Chairman, President and Chief Executive Officer Chairman of the board since April 1998; president and chief executive officer of the company since 1996. Joined the company in 1976; elected executive vice president in 1993. Director, Catalyst and J.C. Penney Company, Inc.; member, The Business Council and The Business Roundtable; trustee, Southern Methodist University. |
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GERALD W. FRONTERHOUSE Director Member, Compensation Committee and Stockholder Relations and Public Policy Committee. Investments. Chief executive officer of First RepublicBank Corporation, 1985-88. Chairman of the board and director, Hoblitzelle Foundation. |
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DAVID R. GOODE Director Chair, Compensation Committee; member, Audit Committee. Chairman of the board and chief executive officer of Norfolk Southern Corporation since 1992; president since 1991. Director, Caterpillar, Inc., Delta Air Lines, Inc. and Georgia-Pacific Corporation; member, The Business Council and The Business Roundtable. |
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WAYNE R. SANDERS Director Member, Board Organization and Nominating Committee and Compensation Committee. Chairman of the board of Kimberly-Clark Corporation since 1992; chief executive officer since 1991; director since 1989. Director, Adolph Coors Company, Coors Brewing Company; vice-chairman, board of trustees, Marquette University. |
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RUTH J. SIMMONS Director Chair, Stockholder Relations and Public Policy Committee; member, Audit Committee. President of Brown University since 2001. President of Smith College, 1995-2001; vice provost of Princeton University, 1992-95; provost of Spelman College, 1990-91. Director, Pfizer, Inc. and The Goldman Sachs Group, Inc.; fellow, American Academy of Arts and Sciences; member, Council on Foreign Relations; trustee, Carnegie Corporation of New York. |
The table below shows the directors’ ages and holdings of common stock of the company and the year each became a director.
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DIRECTOR | COMMON STOCK OWNERSHIP AT DECEMBER 31, 2001* |
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DIRECTOR |
AGE | SINCE | |
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James R. Adams |
62 | 1989 | 621,280 |
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David L. Boren |
60 | 1995 | 36,380 |
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James B. Busey IV |
69 | 1992 | 57,097 |
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Daniel A. Carp |
53 | 1997 | 31,164 |
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Thomas J. Engibous |
49 | 1996 | 3,441,457 |
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Gerald W. Fronterhouse |
65 | 1986 | 66,589 |
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David R. Goode |
61 | 1996 | 36,132 |
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Wayne R. Sanders |
54 | 1997 | 37,700 |
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Ruth J. Simmons |
56 | 1999 | 15,500 |
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| * | Includes (a) shares that can be acquired within 60 days through the exercise of options by Mr. Adams, 598,500 shares, Mr. Boren, 13,500 shares, Mr. Busey, 22,500 shares, Mr. Carp, 22,500 shares, Mr. Engibous, 3,305,000 shares, Mr. Fronterhouse, 22,500 shares, Mr. Goode, 22,500 shares, Mr. Sanders, 22,500 shares and Ms. Simmons, 7,500 shares; (b) shares credited to profit sharing stock accounts for Mr. Adams, 3,384 shares and Mr. Engibous, 17,714 shares; and (c) shares subject to restricted stock unit awards for Mr. Adams, 18,512 shares, Mr. Boren, 22,880 shares, Mr. Busey, 22,880 shares, Mr. Carp, 8,664 shares, Mr. Engibous, 57,600 shares, Mr. Fronterhouse, 22,880 shares, Mr. Goode, 13,632 shares, Mr. Sanders, 9,600 shares and Ms. Simmons, 8,000 shares. Excludes shares held by a family member if a director has disclaimed beneficial ownership. Each director owns less than 1% of the company’s common stock. |
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