Since 2006 the Board has maintained a policy (described in its Governance Principles which are available at http://www.kaman.com by clicking on the "Governance" link) that addresses certain circumstances when a Director nominee has not received a majority of the votes cast with respect to that director's elections or re-election. Briefly, in an uncontested election for Directors (one in which the number of nominees does not exceed the number of Directors to be elected) at a properly called and held meeting of shareholders, any Director nominee who is elected by a plurality vote, but does not receive a majority of the votes cast for that nominee shall promptly tender his or her resignation once the shareholder vote has been certified by the company's tabulation agent. A "majority of the votes cast" means that the number of shares voted "FOR" a Director's election exceeds fifty percent (50%) of the number of votes cast with respect to that Director's election. "Votes cast" include votes to withhold authority and exclude abstentions and broker non-votes with respect to that Director's election. The Corporate Governance Committee will thereafter recommend to the Board whether to accept or reject that resignation and, depending on the recommendation, whether or not a resulting vacancy should be filled. The Board will then act, taking into account the Committee's recommendation. The Board will publicly disclose its decision and the rationale therefor in a press release to be disseminated in the customary manner, together with the filing of a Current Report on Form 8-K with the SEC. This process shall be completed within ninety (90) days after the shareholder vote certification. A Director who has tendered his or her resignation shall not participate in the Corporate Governance Committee's determination process and/or the Board's action regarding the matter.
In determining whether or not to accept a Director's resignation for failure to secure a majority of the votes cast for him or her, the Corporate Governance Committee and the Board will consider the matter in light of the best interests of the company and its shareholders and may consider any information that they believe is relevant and appropriate, including the:
If the Board accepts the resignation, it may, in its sole discretion, (a) fill the resulting vacancy with any other person, or (b) reduce the number of Directors of the Board to equal the number of remaining Directors. If the Board elects to fill the resulting vacancy on the Board, the term of the Director so elected shall expire at the next annual meeting of shareholders at which Directors are to be elected.
If the Board does not accept the resignation, that Director will continue to serve until the annual meeting for the year in which such Director's term expires and until such Director's successor shall be duly elected and shall qualify, subject, however, to prior death, resignation, retirement, disqualification or removal from office.