| Notice to Members |
| Notice No. 15 01/11/2005 |
| Procedures for 2005 Annual Meeting of Stockholders of NYMEX Holdings, Inc. |
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| On January 18, 2005, the Membership Subcommittee will hold an open meeting at
3:00 p.m. in Boardroom 1012 to accept recommendations of names for proposed nominees
for the Board of Directors. At that meeting, stockholders may recommend proposed
nominees for each open position. The Board of Directors positions for which nominations
will be accepted are:
Vice Chairman - 3 Year Term FCM - 3 Year Term Local - 3 Year Term Floor Broker - 3 Year Term Trade - 3 Year Term Equity Holder - 3 Year Term At-Large - 3 Year Term Public Director - 3 Year Term
A stockholder may not recommend more than one candidate per category. Written recommendations by stockholders proposing candidates may be presented prior to or at this meeting. Thereafter, a list of the recommendations of proposed nominees will be compiled and immediately posted.
Additional written recommendations by stockholders for proposed nominees may be submitted to the Subcommittee (c/o the Donna Talamo, Director & Assistant Corporate Secretary, NYMEX, One North End Avenue, Room 1548, New York, NY 10282 or by fax 212-301-4645) by 5:00 p.m. on January 21, 2005. Thereafter, a final list of recommended names and the categories in which they are proposed to run will be immediately posted.
NO PERSON WHOSE NAME HAS NOT BEEN SUBMITTED BY 5:00 P.M. ON FRIDAY, JANUARY 21, 2005 WILL BE PERMITTED TO STAND FOR ELECTION.
Please note that in order to qualify as a Public Director, a person must be knowledgeable of futures trading or financial regulation or otherwise capable of contributing to the deliberations of the Board of Directors and may not be a member of the Exchange or affiliated with any member of the Exchange or be an employee of the Exchange. In addition, a Public Director must satisfy the relevant Independent Director standards resulting from the Sarbanes-Oxley Act of 2002 and subsequent rules and regulations of the Securities and Exchange Commission. These independence standards seek to ensure that the Directors who are designated as “independent” are indeed independent from, and not beholden to, management. For example, any Director who directly or indirectly receives from the Exchange, any consulting, advisory, or other compensatory fees (other than Director and committee fees), or who otherwise has a material relationship with the Exchange or its independent accountants, can not be considered “independent” and cannot qualify as a Public Director. The Board of Directors has final authority to determine whether a particular Director or Director-nominee qualifies as a Public Director.
After January 21, 2005, the Subcommittee will convene to make its determination as to the eligibility of the proposed nominees to run in the category for which he was proposed or otherwise. Such determination will be immediately posted. Should the Subcommittee determine that a proposed candidate is ineligible to run in the category for which he was recommended, written notice thereof shall immediately be submitted to that person. To assist the Subcommittee, NYMEX members may submit information regarding the eligibility of a proposed nominee to the Subcommittee. All such submissions must be received by 5:00 p.m. on January 28, 2005 at the Office of the Corporate Secretary. In addition, a proposed nominee may appeal the Subcommittee’s categorization. Such appeal must be made by 5:00 p.m. on February 1, 2005. The Subcommittee will consider the appeal and make a final ruling no later than February 4, 2005. At that time, the Subcommittee will assign the proposed nominees to the proper categories, regardless of the category for which the proposed nominee was originally recommended; however, only persons who were recommended to be candidates for Vice Chairman are eligible to run for that office.
TO BE OFFICIALLY NOMINATED, EACH PROPOSED NOMINEE WILL BE REQUIRED TO FILE WITH THE OFFICE OF THE CORPORATE SECRETARY A DECLARATION WHICH STATES THAT CATEGORY IN WHICH THE PERSON INTENDS TO STAND FOR ELECTION. FAILURE TO SUBMIT A DECLARATION TO THE OFFICE OF THE CORPORATE SECRETARY BY 5:00 P.M. ON TUESDAY, FEBRUARY 15, 2005 WILL RENDER THE PROPOSED NOMINEE INELIGIBLE TO RUN IN ANY CATEGORY.
Note, only those persons who were proposed by January 21, 2005 will be permitted to be officially nominated.
Ballots will be mailed on or about February 28, 2005. A candidates’ forum is scheduled to be held on Thursday, March 3, 2005.
The election will be held on Tuesday, March 15, 2005. |
| Should you have any questions or require any further information, please contact exchangeinfo@nymex.com |