2008 Proxy Statement


2008 Proxy Statement

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Notice of Annual Meeting of Shareholders Table of Contents Information about the Annual Meeting and Voting Proposal No. 1: Election of Directors Information Concerning Nominees, Directors and Executive Officers How Nominees to Our Board Are Selected Shareholder Nominations for Election of Directors Information about the Board of Directors Director Compensation Meetings of the Board of Directors Committees of the Board of Directors Audit Committee Report of the Audit Committee Compensation Committee Nominating and Corporate Governance Committee Corporate Governance and Director Independence Independence Corporate Governance Guidelines Code of Ethics Charters of Our Board Committees Communicating with Our Board Members Shareholder Proposals Compensation of Executive Officers Compensation Committee Report Compensation Committee Interlocks and Insider Participation Compensation Discussion and Analysis Annual Compensation of Executive Officers Summary Compensation Table Grants of Plan-Based Awards Outstanding Equity Awards at Fiscal Year-End Option Exercises and Stock Vested Non-Qualified Deferred Compensation Potential Payments upon Termination or Change of Control Certain Relationships and Related Transactions Ownership of Common Stock Section 16(a) Beneficial Ownership Reporting Compliance Proposals and Plan Information Proposal Nos. 2-4: Approval of Holding Company Amendments Proposal Nos. 5-7: Re-Approval of Performance Based Compensation Proposal No. 8: Approval of Amendment to the 2004 Executive Officer Cash Bonus Plan Proposal No. 9: Approval of Amendment to the 2004 Executive Officer Equity Plan Plan Summaries Equity Compensation Plan Information Proposal No. 10: Approval of Amendments to Articles and Bylaws Proposal No. 11: Shareholder Proposal to Eliminate Classified Board Other Matters Our Principal Accountants Copies of Form 10-K Available Appendixes Appendix A — Holding Company Amendments Appendix B — Amendment to the 2004 Executive Officer Cash Bonus Plan Appendix C — Amendment to the 2004 Executive Officer Equity Plan Appendix D — Amendments to Articles and By-Laws Eliminating Supermajority Requirements Appendix E — 2005 Employee Stock Purchase Plan Appendix F — 2003 Equity Incentive Plan (Amended as Proposed) Appendix G — 2004 Executive Officer Equity Plan Appendix H — 2004 Executive Cash Bonus Plan (Amended as Proposed)