Print Mail
Text Size A A A

Nominations Process

  • They understood what we needed and helped us get there every step of the way. Now our culture has changed and our students are soaring.

Director Nominations Process

  1. The Nominating and Corporate Governance Committee (the "Committee") is responsible for recommending nominees for election as director.
  2. The Committee seeks nominees through a variety of sources, including suggestions by outside directors and management, business contacts of Committee members and other directors, and such other sources as the Committee believes appropriate. The Committee may also retain a search firm if the Committee believes that to be appropriate.
  3. In identifying and evaluating candidates, the Committee shall consider the General Guidelines for Selection of Nominees for the Board of Directors attached, the current composition of the Board. which areas of qualification and expertise would best enhance the composition of the Board, the experience, expertise and other qualifications of candidates, the number of other commitments of candidates, whether the candidate would qualify as independent under applicable rules, and such other considerations as the Committee believes to be appropriate.
  4. In evaluating candidates, the Committee shall use such interviewing and referencing process as the Committee believes to be appropriate.
  5. The Committee will consider candidates for nominations from stockholders. To allow enough time for meaningful consideration, stockholders must suggest candidates to the Committee at least six months prior to the date of the upcoming annual meeting. (If no annual meeting date has been announced, six months prior to the same date as the prior year's meeting.) To suggest candidates for nomination, stockholders should provide the Corporate Secretary with the following written information by the date specified:
    1. The candidate's name, contact information (address, phone number and email address) and biographical information.
    2. A description of any relationships between the stockholder(s)making the suggestion and the candidate.
    3. Any information that would be required to be disclosed about the candidate in the proxy statement if the candidate is nominated by the Committee.
    4. The nominee's consent to a background review by the Committee and to being included in the proxy statement if nominated.
    5. The name and address of the stockholder(s) suggesting the nominee, and the number of shares of the Company's stock held by those stockholder(s).
  6. The Committee will evaluate candidates suggested by stockholders using the same criteria as it uses for other candidates for nomination. In addition, the Committee will evaluate whether candidates suggested by stockholders are identified with any particular issue to such an extent that their ability to effectively represent all of the stockholders on a broad variety of issues might be compromised.
  7. The Committee recommends nominees to the independent members of the Board. A majority of the independent members of the Board select the nominees. These nominations are then submitted for ratification by the full Board.

General Guidelines for Selection of Nominees for the Board of Directors

  • The highest standards of personal and professional ethics and integrity
  • Demonstrated excellence and leadership in his or her field of endeavor
  • Commitment to, and experience and expertise in, strategic and independent thinking.
  • Demonstrated ability to ask critical questions and to exercise sound business judgment.
  • The Board should represent a diverse spectrum of expertise and experience. Each director should bring to the Board experience or knowledge in one or more fields that contributes to the effectiveness of the Board. Examples of such fields are: neuroscience, research, marketing, strategy development & execution, management of direct sales forces, operations, education, public policy, finance and financial reporting, entrepreneurship, strategic transactions.
  • Commitment to staunchly representing the long-term interests of the Company's stockholders.
  • Willingness and ability to devote sufficient time to carrying out his or her duties and responsibilities and to serve on the Board for at least five years.