Shareholder Comm Policy
The Board of Directors of Numerex Corp. is committed to sound policies of corporate governance. As such, the Board has adopted the following policies and procedures in an effort to provide stockholders with useful information about their ability to communicate with Board members.
Communications to the Board
The Board of Directors of Numerex Corp. makes available an e-mail link to which stockholders may send communications to the Board. To access this link click here. Communications intended for specific Directors should be addressed to them in the “Re:” line of the e-mail.
Communications through this e-mail link are monitored by the Company’s General Counsel, who periodically reviews the inbox and forwards messages to members of the Board, as appropriate. Responses to any e-mails will be at the discretion of the copied Board member(s). The General Counsel will review the content of the message to determine which Board member(s) is most qualified to respond or would be most interested in the issues raised. All messages will be forwarded to at least one member of the Board; provided however, messages that (i) contain personal attacks or profanity towards Board members and (ii) do not include substantive information or content regarding the Company and its operations will not be forwarded.
Stockholders may also communicate with the Board of Directors by writing to: Board of Directors, c/o General Counsel, Numerex Corp., 1600 Parkwood Circle SE, Suite 200, Atlanta, Georgia 30339-2119. The General Counsel will forward such communications to the Board at or prior to the next meeting of the Board.
Shareholders wishing to communicate only with the independent Directors can address their communications to “Independent Directors, c/o Corporate Governance Committee” at the same address above. These communications will be handled by the chair of the Corporate Governance Committee and forwarded to the independent directors at or prior to the next meeting of the independent directors.
The Board or the independent directors will determine, in such group’s sole discretion, the method by which any such communications will be reviewed and considered.
Policy on Shareholder Recommendations for Director Nominations
The Corporate Governance Committee will consider director candidates recommended by shareholders for inclusion on the slate of directors recommended to the Board. Any shareholder may submit one candidate for consideration at each shareholder meeting at which directors are to be elected. Shareholders wishing to recommend a candidate must submit the recommendation by a date not later than the 120th calendar day before the first anniversary of the date that Numerex Corp. released its proxy statement to shareholders in connection with the previous year’s annual meeting. Recommendations should be sent to the Secretary, Numerex Corp., 1600 Parkwood Circle SE, Suite 200, Atlanta, Georgia 30339-2119. If a shareholder recommending a candidate is not a record holder, the shareholder must provide evidence of eligibility as set forth in Exchange Act Rule 14a-8 (b)(2).
At the time the shareholder submits the recommendation, the shareholder must provide the following:
- All information about the candidate that Numerex would be required to disclose in a proxy statement in accordance with Exchange Act rules.
- Certification from the candidate that he or she meets the requirements to be (a) independent under the NASD standards, (b) a non-management director under Rule 16b-3 under the Exchange Act, and (c) an outside director under Section 162(m) the Internal Revenue Code.
- Consent of the candidate to serve on the Board of Directors, if nominated and elected.
- Agreement of the candidate to complete, upon request, questionnaire(s) customary for Numerex directors.
The Committee will evaluate candidates recommended by stockholders on the same basis as candidates recommended by other sources, including evaluating the candidate against the standards and qualifications set out in the Company’s corporate governance principles and criteria approved by the Board from time to time. The Committee will determine whether to interview any candidate.