03/13/2006
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.
ONE (1) Chairman - ONE 1-Year Term ONE (1) Vice Chairman - ONE 1-Year Term ONE (1) FCM - ONE 1-Year Term ONE (1) Local - ONE 1-Year Term ONE (1) Floor Broker - ONE 1-Year Term ONE (1) Trade - ONE 1-Year Term TWO (2) Equity Holders - TWO 1-Year Terms TWO (2) At-Large - TWO 1-Year Terms THREE (3) Public Directors - THREE 1-Year Terms
Additional written recommendations by stockholders for proposed nominees may be submitted to the Subcommittee (c/o the Donna Talamo, Vice President & Assistant Corporate Secretary, NYMEX, One North End Avenue, Room 1548, New York, NY 10282 or by fax 212-301-4645) by 5:00 PM on Monday, March 20, 2006. Thereafter, a final list of recommended names and the categories in which they are proposed to run will be immediately posted.
NO PERSON, UNLESS THEIR NAME HAS BEEN SUBMITTED BY 5:00 PM ON MONDAY, MARCH 20, 2006 IN ACCORDANCE WITH THESE PROCEDURES, WILL BE PERMITTED TO STAND FOR ELECTION.
IN ADDITION, NO PERSON WHOSE NAME HAS NOT BEEN RECOMMENDED TO RUN FOR CHAIRMAN OR VICE CHAIRMAN BY THAT DATE WILL BE PERMITTED TO RUN FOR THAT OFFICE.
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 listing 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 March 20, 2006, 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 qualified. 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 PM on March 24, 2006 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 PM on March 31, 2006. The Subcommittee will consider the appeal and make a final ruling no later than April 3, 2006. 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 Chairman or 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 THE 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 PM ON MONDAY, APRIL 10, 2006 WILL RENDER THE PROPOSED NOMINEE INELIGIBLE TO RUN IN ANY CATEGORY.
Note, only those persons who were proposed by March 20, 2006 will be permitted to be officially nominated.
A candidates’ forum is scheduled to be held on Monday, April 24, 2006.
The election will be held on Monday, May 1, 2006.