 CODE OF BUSINESS CONDUCT AND ETHICS
NOMINATING COMMITTEE CHARTER
GALAXY
ENERGY CORPORATION CODE OF BUSINESS CONDUCT AND ETHICS
Letter from Chief Executive Officer
Dear Fellow Employee:
Galaxy
Energy aspires to be more than just a good company—it aspires
to be a great company. Achieving our mission isn't just about producing
oil and gas. It's also about who we are as a company and as individuals,
how we manage our business internally, and how we think about and
work with customers, partners, governments, vendors, and communities.
The business environment is continuously changing and demanding
more from us as a company and as employees. Not only does the outside
world expect us to deliver the best products and services, it expects
us also to conduct ourselves ethically and responsibly.
We know it's not enough to just do the right things; we have to
do them in the right way. The way that we accomplish our work is
as important as the work itself. It's essential that we conduct
ourselves with integrity and in compliance with the laws and regulations
that govern our business activities.
The Standards of Business Conduct are an extension of Galaxy Energy's
values and reflect our commitment to ethical business practices
and regulatory compliance. They summarize the principles and policies
that guide our business activities and they provide information
about Galaxy Energy's Business Conduct and Compliance Program. They
are not meant to replace our detailed policies; rather they are
statements of our principles in a number of important areas.
As a Galaxy Energy employee, you are responsible for understanding
and complying with the Standards of Business Conduct, applicable
government regulations, and Galaxy Energy's policies.
We have ambitious business plans and an inspiring mission to guide
us. These Standards of Business Conduct and Galaxy Energy's Business
Conduct and Compliance Program exist to provide you with information,
education, and resources to help you make good, informed business
decisions and to act on them with integrity. Doing so will help
ensure that Galaxy Energy will always be a great company with great
people and great values.
Marc E. Bruner
Chief Executive Officer
Galaxy Energy Values
• Integrity and honesty.
• Passion for customers, partners, shareholders
and employees.
• Open and respectful with others and dedicated
to making them better.
• Willingness to take on big challenges and
see them through.
• Self-critical, questioning, and committed
to personal excellence and self-improvement.
• Accountable for commitments, results, and
quality to customers, shareholders, partners, and employees.
Why Galaxy Energy Has Standards
of Business Conduct
As responsible business leaders, it is not enough
to intend to do things right, we must also do them in the right
way. That means making business decisions and taking appropriate
actions that are ethical and in compliance with applicable legal
requirements. As we make these decisions, Galaxy Energy's values
must shine through in all our interactions. The Standards of Business
Conduct are an extension of Galaxy Energy's values and reflect our
continued commitment to ethical business practices and regulatory
compliance.
By following the guidance provided in this publication,
we are acknowledging our individual and collective responsibilities
to manage our business activities with integrity as we pursue our
mission of enabling people and businesses throughout the world to
realize their full potential.
How to Use the Standards of Business Conduct
Galaxy Energy's Standards of Business Conduct summarize
the regulatory requirements and business practices that guide our
decision making and business activities. The Standards contain basic
information about our policies as well as information about how
to obtain guidance regarding a particular business practice or compliance
concern. It is essential that you thoroughly review this publication
and make a commitment to uphold its requirements.
The Standards of Business Conduct are not intended
to cover every issue or situation you may face as a Galaxy Energy
employee. Nor does it replace other more detailed policies. You
should use the Standards as a reference guide in addition to Galaxy
Energy's policies, including the Employee Handbook, required for
your specific job. For example, the Chief Executive Officer (CEO),
Chief Financial Officer (CFO), Corporate Controller, and other employees
of the finance organization must also comply with the Galaxy Energy
Financial Code of Professional Conduct. Galaxy Energy reserves the
right in its sole discretion to modify or eliminate any of the Standards'
contents without prior notice. It is your responsibility to be fully
aware of these Standards and follow them.
Our officers and managers are accountable for ensuring
that the Code is distributed, understood and adhered to. We acknowledge
that it is sometimes difficult to know what to do in a particular
situation, which is why we encourage open communication. When
in doubt, ask. Whenever you have a question or concern
or are unsure about the appropriate course of action:
• Please talk with your immediate supervisor.
He or she may have the information you need, or may be able to refer
the matter to an appropriate source, including legal counsel as
circumstances warrant. Your supervisor is responsible for alerting
other appropriate corporate personnel as necessary.
• If you are uncomfortable talking with your
immediate supervisor, you may also contact any other officer of
the company with whom you feel comfortable, or legal counsel.
• If you would rather submit your question or
concern in writing, you may do so and present it to a corporate
officer or fax it to our legal counsel at Dill Dill Carr Stonbraker
& Hutchings, P.C., attention
Fay Matsukage, (303) 282-4105. For concerns about
accounting, auditing, internal controls or financial matters, you
may contact an appropriate officer or call the company’s Audit
Committee Chairman at (602) 508-1924.
Employees are particularly encouraged to contact
the Audit Committee Chairman if the matter concerns accounting,
internal accounting controls, or auditing matters.
Galaxy Energy will handle all inquiries discreetly and make every
effort to maintain, within the limits allowed by the law, the confidentiality
of anyone requesting guidance or reporting a possible violation.
Compliance with the Standards of Business
Conduct
The Galaxy Energy Standards of Business Conduct are
a general guide to the company's standards of business practices
and regulatory compliance. Its requirements apply to Galaxy Energy
Corporation, to all subsidiaries, or affiliates in which Galaxy
Energy Corporation directly or indirectly owns more than 50 percent
of the voting control ("Controlled Affiliates"), and to
all directors, officers, and employees of each. All references to
"Galaxy Energy" include Galaxy Energy Corporation and
all Controlled Affiliates unless otherwise specified. All references
to "employees" include directors, officers, and employees
of Galaxy Energy Corporation and it subsidiaries or affiliates.
Failure to read and/or acknowledge the Standards
of Business Conduct does not exempt an employee from his/her responsibility
to comply with the Standards of Business Conduct, applicable laws,
regulations, and Galaxy Energy policies that are related to his/her
job.
Galaxy Energy’s business operations are subject
to the laws of many different entities. Galaxy Energy employees
must comply with applicable laws and regulations and uphold the
Standards of Business Conduct at all times. Local laws and customs
may require a different interpretation of our Standards. If this
situation arises, always consult your manager, or the other individuals
set forth in the previous section before taking any action.
The Standards are not intended to and do not create
an employment contract, and do not create any contractual rights
between Galaxy Energy and its employees or create any express or
implied promise for specific treatment in specific situations. Your
employment relationship with Galaxy Energy can be terminated at
any time for any reason with or without cause unless otherwise required
by law or a written contract signed by our Chief Executive Officer.
Our Commitment: Integrity in All Our Interactions
Each day we interact with a variety
of individuals and groups—including our customers, partners,
competitors, co-workers, shareholders, vendors, government and regulatory
agencies, and the communities in which we operate. We are committed
to interacting with all of these audiences in a respectful, ethical
manner and in compliance with applicable laws and regulatory requirements.
Galaxy Energy's Standards of
Business Conduct
We manage our business in compliance
with laws and regulatory requirements.
Regulatory Compliance: We
are aware of and obey the laws and regulations that govern the management
of our business. We are responsible for understanding these laws
and regulations as they apply to our jobs and for preventing, detecting,
and reporting instances of non-compliance as set forth herein.
Lobbying: We recognize our
right and responsibility to lobby on behalf of issues that affect
our company and business operations. We conduct our lobbying activities
in compliance with applicable laws and regulations governing these
activities.
Political Activities and Contributions:
Galaxy Energy employees are encouraged to exercise their right to
participate in political activities. Any decision to become involved
is entirely personal and voluntary. Employees' personal political
activities are done on their own time and with their own resources.
Regulatory Investigations, Inspections,
and Inquiries: We are direct, honest, and truthful in our
discussions with regulatory agency representatives and government
officials. During investigations, inspections, and inquiries we
work with Galaxy Energy's legal resources and cooperate by responding
to appropriate requests for information.
International Business Activities:
Galaxy Energy acknowledges and respects the diverse cultures, customs,
and business practices it encounters in the international marketplace.
Galaxy Energy will comply with both the applicable U.S. laws and
regulations that govern its operations and local laws wherever it
does business.
Sensitive Payments: Galaxy
Energy complies with the anti-corruption laws of the countries in
which it does business, including the United States Foreign Corrupt
Practices Act ("FCPA"). In compliance with the FCPA, Galaxy
Energy and its agents/partners/representatives will not make any
direct or indirect payments or promises of payment to foreign government
officials for the purpose of inducing the individual to misuse his/her
position to obtain or retain Galaxy Energy business.
Anti-Boycott Requirements:
Galaxy Energy complies with U.S. law that prohibits participation
in international boycotts that are not sanctioned by the U.S. government.
Export Control: In order to
protect U.S. national security, implement U.S. foreign policy, and
preserve scarce resources, the United States government restricts
the export of certain technology and products, including certain
computer software and technical goods and data. We observe restrictions
applicable to our business placed on the export and re-export of
a U.S. product or component of a product, good, service, or technical
data.
Fair Competition and Antitrust:
We encounter laws and regulations designed to promote fair competition
and encourage ethical and legal behavior among competitors. Antitrust
laws and fair competition laws generally prohibit any activity that
restrains free trade and limits competition. We conduct our business
in compliance with these laws.
We build and maintain the trust and
respect of our customers, consumers, partners, and shareholders.
Responsible Leadership: We
manage our business responsibly in order to maintain the confidence,
respect, and trust of our customers, consumers, partners, shareholders,
and other audiences. We are committed to acting with integrity,
investing appropriately, being responsive and accountable to our
customers and partners, and remaining a leader in our field. We
understand the responsibility that comes with being a business leader
and accept our unique role in both our industry and the general
business community.
Product and Service Quality:
Galaxy Energy's products and services are developed and managed
to meet the expectations of our customers, consumers, and partners
for high quality and exceptional service. We continually seek new
ways to improve our products, service, and responsiveness.
Communication: We apply standards
of full, fair, accurate, timely, and understandable disclosure in
reports and documents that are filed or submitted to the Securities
and Exchange Commission, and in other public communications as well.
We establish and maintain clear, honest, and open communications;
listen carefully; and build our relationships on trust, respect,
and mutual understanding. We are accountable and responsive to the
needs of our customers, consumers, and partners and take our commitments
to them seriously. Our advertising, sales, and promotional literature
seeks to be truthful, accurate, and free from false claims.
Obtaining Competitive Information:
Galaxy Energy has an obligation, and is entitled, to keep up with
developments in our industry, including obtaining information about
our competitors. We obtain information about our competitors through
honest, ethical, and legal methods.
Vendors: Galaxy Energy vendors
must adhere to the highest standards of ethical behavior and regulatory
compliance and operate in the best interest of Galaxy Energy. Vendors
are expected to provide high-quality services and products while
maintaining flexibility and cost-effectiveness. All vendors are
required to read and comply with the Galaxy Energy Code of Conduct
and, when appropriate, train their employees and representatives
to ensure that they are aware of Galaxy Energy's expectations regarding
their behavior. We do not engage in any unethical or illegal conduct
with our vendors. We do not accept incentives such as kickbacks
or bribes in return for conducting business with them.
We are responsible stewards in the
use, protection, and management of Galaxy Energy's assets.
Financial Integrity: We honestly
and accurately record and report business information. We comply
with all applicable local, state, and federal laws regarding record
completion and accuracy. We require that financial transactions
be executed in accordance with management's authorization, and recorded
in a proper manner in order to maintain accountability for Galaxy
Energy's assets. Our financial information reflects only actual
transactions and is in compliance with Galaxy Energy and other applicable
accounting practices. The CEO, CFO, Corporate Controller and other
employees of the finance organization are also required to comply
with the Galaxy Energy Financial Code of Professional Conduct.
Use and Protection of Assets:
We wisely use and protect the assets of the company, including property
(both physical and intellectual), supplies, consumables, and equipment.
We use these assets exclusively for Galaxy Energy's business purposes.
Fiscal Responsibility: Galaxy
Energy employees exercise good stewardship over and spend Galaxy
Energy's funds in a responsible manner.
Use of Information Technology:
At all times, we should use good judgment and common sense; conduct
ourselves ethically, lawfully, and professionally; and follow applicable
authorization protocols while accessing and using company-provided
information technology and its contents. In using these company
assets and systems, we do not create, access, store, print, solicit,
or send any material that is intimidating, harassing, threatening,
abusive, sexually explicit, or otherwise offensive or inappropriate,
nor do we send any false, derogatory, or malicious communications.
Intellectual Property: We
comply with the laws and regulations that govern the rights to and
protection of our own and others' copyrights, trademarks, patents,
trade secrets, and other forms of intellectual property.
Creation, Retention, and Disposal of
Records and Information Assets: We create, retain, and
dispose of our business records and information assets, both written
and electronic, as part of our normal course of business in compliance
with Galaxy Energy policies and applicable regulatory and legal
requirements.
Confidential and Proprietary Information:
We respect our ethical and legal responsibilities to protect Galaxy
Energy's confidential and proprietary non-public information and
communicate it only as necessary to conduct Galaxy Energy's business.
We do not use this information for our personal advantage or for
non-Galaxy Energy business use, and maintain this confidentiality
even after Galaxy Energy no longer employs us.
Third-Party Software: We use
software and other content information only in accordance with their
associated licenses and/or terms of use. We prohibit the making
or using of copies of non-licensed copyrighted material, including
software, documentation, graphics, photographs, clip art, animation,
movie/video clips, sound, and music.
Insider Information and Securities
Trading: In the course of doing business for Galaxy Energy
or in discussions with one of our customers, vendors, or partners,
we may become aware of material non-public information about Galaxy
Energy or another organization. Information is considered "material"
if there is a substantial likelihood that a reasonable investor
would consider it important in making a decision to trade in the
public securities of the company. Individuals who have access to
this type of information are called "insiders." We discuss
this information on a limited, "need to know" basis internally,
and do not share it with anyone outside Galaxy Energy. We do not
buy or sell the public securities of a company, including our own,
on the basis of such information, and we do not share ("tip")
this information with others. Because of the extremely sensitive
nature of and severe penalties associated with "insider trading"
and "tipping," contact our legal counsel at Dill Dill
Carr Stonbraker & Hutchings, P.C., attention Fay Matsukage,
(303) 282-4105 before you buy or sell public securities in situations
that could be of this nature.
Conflicts of Interest: Galaxy
Energy employees are expected to act in Galaxy Energy's best interests
and to exercise sound judgment unclouded by personal interests or
divided loyalties. Both in the performance of our duties for Galaxy
Energy and our outside activities, we seek to avoid the appearance
of, as well as an actual, conflict of interest. If in doubt about
a potential conflict, speak with your immediate supervisor, manager,
another member of management, or the other individuals specified
in the Resources for Guidance and Reporting below.
Gifts and Entertainment: Galaxy
Energy policy and practice encourage the use of good judgment, discretion,
and moderation when giving or accepting gifts or entertainment in
business settings. Gift giving and entertainment practices may vary
in different areas; however, any gifts and entertainment given or
received must be in compliance with law, must not violate the giver's
and/or receiver's policies on the matter, and be consistent with
local custom and practice. We do not solicit gifts, entertainment,
or favors of any value from persons or firms with which Galaxy Energy
actually or potentially does business. Nor do we act in a manner
that would place any vendor or customer in a position where he/she
may feel obligated to make a gift, provide entertainment, or provide
personal favors in order to do business or continue to do business
with Galaxy Energy.
Purchasing Decisions and Practices:
In our purchasing decisions, negotiations, contract development,
and contract administration we comply with the applicable laws and
regulations that govern those relationships.
We promote a diverse, cooperative,
and productive work environment.
Openness, Honesty, and Respect:
In our relationships with each other, we strive to be open, honest,
and respectful in sharing our ideas and thoughts, and in receiving
input.
Diversity: Galaxy Energy promotes
and supports a diverse workforce at all levels of the company. It
is our belief that creating a work environment that enables us to
attract, retain, and fully engage diverse talents leads to enhanced
innovation and creativity in our products and services.
Equal Employment Opportunity:
Galaxy Energy promotes a cooperative and productive work environment
by supporting the cultural and ethnic diversity of its workforce
and is committed to providing equal employment opportunity to all
qualified employees and applicants. We do not unlawfully discriminate
on the basis of race, color, sex, sexual orientation, religion,
national origin, marital status, age, disability, or veteran status
in any personnel practice, including recruitment, hiring, training,
promotion, and discipline. We take allegations of harassment and
unlawful discrimination seriously and address such concerns that
are raised regarding this policy.
Safety and Health: A safe
and clean work environment is important to the well-being of all
Galaxy Energy employees. Galaxy Energy complies with applicable
safety and health regulations and appropriate practices.
We are responsible, caring members
of the global community.
Citizenship and Community Service:
We have a strong and demonstrated commitment to the improvement
of society as well as the communities we serve and in which we operate.
We encourage the support of charitable, civic, educational, and
cultural causes. Our contributions include cash, volunteer time,
and technical assistance.
Respect for the Environment:
Galaxy Energy respects the environment and protects our natural
resources. We comply with applicable laws and regulations regarding
the use and preservation of our land, air, and water.
Galaxy Energy's Business
Conduct and Compliance Program
Administration and Enforcement
The Standards of Business Conduct and the Business
Conduct and Compliance Program are endorsed by and have the full
support of Galaxy Energy's Board of Directors. The Board of Directors
and management are responsible for overseeing compliance with and
enforcing the Standards of Business Conduct.
Violations of Galaxy Energy's Standards of
Business Conduct cannot and will not be tolerated. Consequences
for such violations may include disciplinary action up to and including
termination of employment. Individuals who have willfully failed
to report known violations will also be subject to disciplinary
action.
Waivers of provisions of the Standards of Business
Conduct that are granted to any director or executive officer of
Galaxy Energy may only be made by Galaxy Energy's Board of Directors
or by Board committee designated by the Board of Directors. Any
such waiver that is granted to a director or executive officer will
be publicly disclosed as required by market listing requirements
and applicable laws, rules, and regulations.
Resources for Guidance and Reporting
It is your right and your responsibility to
obtain guidance about a business practice or compliance issue when
you are uncertain about what action you should take and to report
possible violations of the Standards of Business Conduct. We acknowledge
that it is sometimes difficult to know what to do in a particular
situation, which is why we encourage open communication. When
in doubt, ask. Whenever you have a question or concern
or are unsure about the appropriate course of action:
• Please talk with your immediate supervisor.
He or she may have the information you need, or may be able to refer
the matter to an appropriate source, including legal counsel as
circumstances warrant. Your supervisor is responsible for alerting
other appropriate corporate personnel as necessary.
• If you are uncomfortable talking with
your immediate supervisor, you may also contact any other officer
of the company with whom you feel comfortable, or legal counsel.
• If you would rather submit your question
or concern in writing, you may do so and present it to a corporate
officer or fax it to our legal counsel at Dill Dill Carr Stonbraker
& Hutchings, P.C., attention Fay Matsukage, (303) 282-4105.
For concerns about accounting, auditing, internal controls or financial
matters, you may contact an appropriate officer or call the company’s
Audit Committee Chairman at (602) 508-1924.
Galaxy Energy will handle inquiries discreetly
and make every effort to maintain, within the limits allowed by
the law, the confidentiality of anyone requesting guidance or reporting
a possible violation.
Galaxy Energy will not tolerate any retribution
or retaliation taken against any employee who has, in good faith,
sought out advice or has reported a possible violation. However,
if any employee makes a knowingly false report of a possible violation
for the purpose of harming another individual, that employee will
be subject to disciplinary action.
Our Responsibilities
All Galaxy Energy employees are accountable
and responsible for understanding and complying with the Standards
of Business Conduct, applicable laws, regulations, and Galaxy Energy
policies that are related to their jobs. In fulfilling these responsibilities
each employee must:
• Read, understand, and comply with the
Standards of Business Conduct and all Galaxy Energy policies that
are related to his/her job.
• Participate in training and educational
programs/events required for his/her job.
• Obtain guidance for resolving a business
practice or compliance concern if he/she is uncertain about how
to proceed in a situation.
• Report possible violations of the Standards
of Business Conduct, policies, applicable laws, and regulatory requirements.
• Cooperate fully in any investigation.
• Make a commitment to conduct Galaxy
Energy's business with integrity and in compliance with applicable
laws and regulatory requirements.
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NOMINATING COMMITTEE CHARTER
COMMITTEE'S PURPOSE
The Nominating Committee (the “Nominating Committee” or the "Committee") is appointed by the Board of Directors of Galaxy Energy Corporation, a Colorado corporation (the "Board") to assist the Board in identifying qualified individuals to become directors, recommend to the Board qualified director nominees for election at the stockholders' annual meeting, determine membership on the Board committees, recommend a set of Corporate Governance Guidelines, oversee annual self-evaluations by the Board and self-evaluate itself annually, and report annually to the Board on the Chief Executive Officer ("CEO") succession plan.
COMMITTEE MEMBERSHIP
The Committee members shall be appointed, and may be replaced, by the Board. The Committee shall consist of no fewer than three directors. All members of the Committee shall meet the independence standards as specified in the Company's Corporate Governance Guidelines, which have been adopted by the Board with reference to the rules of the American Stock Exchange and the Securities and Exchange Commission.
MEETINGS
The Committee shall meet as often as necessary to carry out its responsibilities. Any Committee member may request the Chairman of the Committee to call a meeting. The Chairman of Committee shall report on any Committee meeting held at the next regularly scheduled Board meeting following the Committee meeting.
COMMITTEE GOALS AND RESPONSIBILITIES
1. The Committee shall recommend to the Board director nominees for election at the stockholders' annual meeting.
2. Prior to nominating an existing director for re-election to the Board, the Committee shall consider and review the existing director's:
a) Board and committee meeting attendance and performance;
b) length of Board service;
c) experience, skills and contributions that the existing director brings to the Board; and
d) independence
3. In the event that a director vacancy arises, the Committee shall seek and identify a qualified director nominee to be recommended to the Board for either appointment by the Board to serve the remainder of the term of the director position that is vacant or election at the stockholders' annual meeting. In order to identify such a nominee, the Committee shall solicit recommendations from the directors and senior management. These recommendations shall be considered by the Committee along with any recommendations that have been received from security holders in compliance with paragraph 13 below. The committee may in its discretion retain a search firm to provide additional candidates.
4. A director nominee shall meet the director qualifications specified in the Company's Corporate Governance Guidelines, including that the director nominee possess personal and professional integrity, has good business judgment, relevant experience and skills and will be an effective director in conjunction with the full Board in collectively serving the long-term interests of the Company's stockholders. The Committee shall apply the same policies and procedures to evaluate candidates for director that are submitted by security holders as are used to evaluate candidates from other sources. In addition, the Committee shall endeavor to cause one director to satisfy the definition of "audit committee financial expert" as set forth in Item 401(h) of Regulation S-K and 401(e) of Regulation S-B under the Securities Act of 1933, as amended.
5. The Committee shall have the sole discretion and authority to retain any search firm to assist in identifying director candidates, retain outside counsel and/or any other internal or external advisors and approve all related fees and retention terms.
6. The Committee shall review the Board's committee structure and recommend to the Board for its approval directors to be appointed as members on each Board committee. Prior to recommending the re-appointment of a director to a Board committee, the Committee shall review the existing director's independence, if required, skills, Board committee meeting attendance, performance and contribution, and his or her fulfillment of committee responsibilities. If a vacancy on a Board committee occurs, the Committee shall recommend a director with relevant experience and skills, and who is independent, if required by the committee charter, to be appointed to fill the vacancy.
7. The Committee shall recommend to the Board for its approval the Corporate Governance Guidelines. The Committee will review annually the Corporate Governance Guidelines and recommend any proposed changes to the Board for approval.
8. The Committee shall develop and recommend to the Board for its approval an annual self-evaluation process for the full Board that will be conducted and overseen by the Committee. The Committee shall report to the full Board, following the end of each fiscal year, the results of the annual self-evaluation, including any comments from the self-evaluations. However, any comments from the self-evaluations regarding individual directors shall be reported to the Chairman and if necessary, to the relevant committee chairman.
9. The Committee shall annually review its own performance by distributing to its members a written self-assessment.
10. The Committee shall make an annual report to the Board on emergency as well as expected CEO succession planning. The full Board will work with the Committee to recommend and evaluate potential successors to the CEO. The CEO should make available his or her recommendations and evaluations of potential CEO successors, along with a review of any development plans recommended for such individuals.
11. Any concerns regarding non-financial matters that are reported to the Anonymous Reporting Hotline that the Audit Committee refers to the Committee shall be reviewed and investigated by the Committee.
12. The Committee shall review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval.
13. The Committee shall treat recommendations for director that are received from the Company's security holders equally with recommendations received from any other source; provided, however, that in order to be considered recommendations from security holders (1) must be received no later than 120 days before the one-year anniversary of the date on which the proxy statement related to the most recent annual meeting was first mailed to security holders (or such earlier date set forth in such proxy statement), and (2) must be mailed to the attention of the Chief Executive Officer at the corporate headquarters.
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