Item 1 Election of Directors
Director Independence
Our Corporate Governance Guidelines require at least a majority of our Directors to be independent as defined in the listing standards established by the New
York Stock Exchange. Our Board of Directors has also adopted standards for Director independence, which are set forth in our Independence Standards for Directors.
Of
the twelve current members of our Board of Directors, ten are independent based on our Board of Directors consideration of the applicable independence standards of the New York Stock Exchange and our Independence Standards for Directors. In
addition, each of the Audit Committee, the Corporate Governance and Nominating Committee and the Human Resources and Compensation Committee of our Board of Directors is composed entirely of independent Directors. As a result, independent Directors
directly oversee critical matters such as our executive compensation program, our Corporate Governance Guidelines, policies and practices, the integrity of our financial statements and our internal controls over financial reporting.
Our Board of Directors has affirmatively determined that the following ten individuals who currently serve as Directors are independent: Jillian C. Evanko, Lance M.
Fritz, Linda A. Harty, William F. Lacey, Kevin A. Lobo, Joseph Scaminace, Åke Svensson, Laura K. Thompson, James R. Verrier and James L. Wainscott.
Among other
things, our Board of Directors does not consider a Director to be independent unless it affirmatively determines that the Director has no material relationship with us either directly or as a partner, shareholder or officer of an organization that
has a relationship with us. Our Corporate Governance and Nominating Committee and our Board of Directors annually reviews and determines which of its members are independent based on the applicable independence standards of the New York Stock
Exchange and our Independence Standards for Directors. During such review, our Corporate Governance and Nominating Committee and our Board of Directors broadly consider all facts and circumstances which they deem relevant, including any commercial,
industrial, banking, consulting, legal, accounting, charitable and familial relationships between us and any of our Directors.
In fiscal year 2022, after considering
the facts and circumstances applicable to each Director, our Board of Directors determined that Ms. Evanko and Messrs. Fritz, Lacey and Lobo served as executive officers of companies that have existing customer and/or supplier relationships
with us. Our Corporate Governance and Nominating Committee and our Board of Directors further analyzed these relationships and found that each of Ms. Evanko and Messrs. Fritz, Lacey and Lobo does not receive any direct or indirect personal
benefits as a result of these relationships, that the relationships were on ordinary course, competitive terms, and that the amounts paid to or by us under such relationships fell significantly below the threshold for independence provided in the
applicable independence standards of the New York Stock Exchange and our Independence Standards for Directors. Our Board of Directors thus affirmatively concluded that each of Ms. Evanko and Messrs. Fritz, Lacey and Lobo is independent.
Annual Elections; Majority Voting; No Cumulative Voting
Our Amended and Restated Regulations provide for the annual election of our entire Board of Directors. Accordingly, each Director elected at this Annual Meeting of
Shareholders will hold office until the next Annual Meeting of Shareholders and until his or her successor is elected.
Our Amended Articles of Incorporation provide
for a majority voting standard in the annual election of our Directors. Accordingly, at each Annual Meeting of Shareholders, each candidate for Director is elected only if the votes for the candidate exceed the votes against
the candidate, unless the number of candidates exceeds the number of Directors to be elected. If the number of candidates exceeds the number of Directors to be elected, then in that election the candidates receiving the greatest number of votes
shall be elected. Abstentions and broker non-votes shall not be counted as votes for or against a candidate, and shareholders are not able to cumulate votes in the election of
Directors.
New Elections and Departures
We had no new Director elections in fiscal year 2022. On October 27, 2021 Candy M. Obourn retired from our Board of Directors.