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The Board of Directors of Gerber Scientific, Inc. (the "Company") has adopted a director nomination policy (the "nomination policy"). The purpose of the nomination policy is to describe the process by which candidates for possible inclusion in the Company's recommended slate of director nominees are selected. The nomination policy is administered by the Nominating and Corporate Governance Committee (the "NCGC") of the Board of Directors.
Consistent with the Board of Directors' Board Membership Qualification Standards as set forth in the Company's Corporate Governance Principles, the NCGC will take into account the Company's current needs and the qualities needed for board service, including the ethical character, integrity and maturity of judgment of the candidate; the candidate's experience at the policy-making level in business, government, education or other settings; the candidate's insight into material aspects of the Company's business; the expertise of the candidate in areas that are useful to the Company and complementary to the background and experience of other board members; the willingness and ability of the candidate to devote the required amount of time to carrying out the duties and responsibilities of board and committee membership; the willingness of the candidate to serve on the Board for multiple terms; and the willingness of the candidate to refrain from engaging in activities that conflict with a director's duties and responsibilities to the Company and its shareholders. The NCGC also will take into account the candidate's independence under SEC and NYSE rules and the candidate's service on other boards of directors. For those potential new director candidates who appear upon first consideration to meet the Board's selection criteria, the NCGC will conduct appropriate inquiries into their background and qualifications and, depending on the result of such inquiries, arrange for in-person meetings with the potential candidates.
In the case of incumbent directors whose terms of office are set to expire, the NCGC will review such directors' overall service to the Company during their term of office, including the number of meetings attended, level of participation, quality of performance and any transactions of such directors with the Company during their term of office.
The NCGC may use multiple sources for identifying director candidates, including its own contacts and referrals from other directors, members of management, the Company's advisors, and executive search firms. The NCGC will consider director candidates recommended by shareholders and will evaluate such director candidates in the same manner in which it evaluates candidates recommended by other sources. In making recommendations for director nominees for the annual meeting of shareholders, the NCGC will consider any written recommendations of director candidates by shareholders received by the Corporate Secretary of the Company not later than 120 days before the anniversary of the previous year's annual meeting of shareholders. Recommendations must include the candidate's name, contact information and a statement of the candidate's background and qualifications, and must be mailed to Gerber Scientific, Inc., 83 Gerber Road West, South Windsor, Connecticut 06074, Attention: Corporate Secretary.
The nomination policy, which incorporates the Board Membership Qualification Standards as set forth in the Corporate Governance Principles, is intended to provide a flexible set of guidelines for the effective functioning of the Company's nomination process. The Board of Directors and the NCGC intend to review the nomination policy at least annually and anticipate that modifications may be necessary from time to time as the Company's needs and circumstances evolve, and as applicable legal or listing standards change. The nomination policy may be amended at any time, in which case the most current version will be available on the Company's website at www.gerberscientific.com.
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