Proxy-12-28-2020 - Report - Page 10
PROPOSAL 1 — ELECTION OF DIRECTORS
The Board of Directors is comprised of two classes of directors, Class A directors and Class B directors, elected by holders of
Class A shares and holders of Class B shares, respectively. Within each class of directors there exist three subclasses, such that
each of the subclasses is nearly equal in number.
Four directors are to be elected at the meeting, of which one will be a Class A director elected by the holders of the outstanding
Class A shares, and of which three will be Class B directors elected by the holders of the outstanding Class B shares. Mr. Lipke
will be elected by the holders of the Class B shares to hold office for a one-year term expiring in 2022, while Ms. Coletti will be
elected by the holders of the Class A shares and Mr. Fishback and Mr. Gisel each will be elected by the holders of the Class B
shares each to hold office for a three-year term expiring in 2024, or until the election and qualification of their successors.
For each properly executed proxy, the persons named in the proxy will vote Class A shares for the election of the Class A
nominee named in the following table, and Class B shares for the election of the Class B nominees named in the following table,
unless the proxy directs otherwise or is revoked. In the event any of the nominees should be unable to serve as a director, the proxy
will be voted in accordance with the best judgment of the person or persons acting under it. It is not expected that any of the
nominees will be unable to serve. Proxies cannot be voted for a greater number of persons than the number of nominees named.
The Company’s current Board of Directors, including the nominees for director, share certain characteristics, experience and
capabilities critical to effective board membership. Sound business judgment essential to intelligent and effective decision-making,
experience at the policy-making level, relevant educational background, integrity, honesty and the ability to work collaboratively are
some of the attributes possessed that qualify them to serve on the Board. The specific employment and leadership experiences,
knowledge and capabilities of both the nominees for director and standing directors are further described in their biographies on
the following pages.
Certain information regarding nominees for Class A and Class B directors, as well as those Class A and Class B directors
whose terms of office continue beyond the date of the 2021 Annual Meeting of Shareholders, is set forth in the following tables.
Messrs. Fishback, Gisel and Lipke and Ms. Coletti have previously served as directors and have been elected as directors at prior
annual meetings.
NOMINEES FOR ELECTION AS DIRECTORS AT THE ANNUAL MEETING
Age
First Elected
Director
Expiration of
Proposed Term
Donald R. Fishback
64
2015
2024
Vice President; Former Chief Financial
Officer; and Director
William G. Gisel, Jr.
68
2012
2024
Director
Brian J. Lipke
69
2003
2022
Director
57
2020
2024
Director
Name
Position
Nominees for Class B Director
Nominee for Class A Director
Janet M. Coletti
The Board of Directors recommends a vote "FOR" the election of each of the Nominees listed above for
Director.
Mr. Fishback joined the Company in 1981 after working as a Certified Public Accountant for Deloitte LLP. He became Corporate
Controller in 1985 and in 2007 was named Vice President of Finance, a position he held until December 2010, at which time he
was elected Chief Financial Officer. Mr. Fishback retired as Chief Financial Officer of the Company effective January 2020 and
continues to serve as a corporate Vice President. Mr. Fishback holds a B.A. in Business from Westminster College in Pennsylvania,
an M.B.A. from University at Buffalo, The State University of New York and completed The Harvard Business School Advanced
Management Program. The Company believes Mr. Fishback’s in-depth financial and managerial expertise and thorough
understanding of the Company’s operations make him highly qualified to serve as a director.
Mr. Gisel is former CEO and current Executive Vice Chair of Rich Products Corporation, headquartered in Buffalo, New York.
Mr. Gisel started his career at Bankers Trust Company in 1974, and after completing law school in 1978, he joined the law firm
Phillips Lytle LLP. Mr. Gisel joined Rich Products in 1982, serving as the company’s first General Counsel. In 1988, Mr. Gisel was
named Vice President of the International Division. In 1996, he assumed the position of President of Rich’s Food Group and Chief
Operating Officer and, in 2006, he was appointed CEO, a role in which he served until January 2020. He earned a B.A. from Williams
College, a Juris Doctorate from the Emory University School of Law and has an M.B.A. from the University of Rochester William
E. Simon Graduate School of Business Administration. The Company believes Mr. Gisel’s experience as an executive officer and
director of a large, multi-national company makes him highly qualified to serve as a director.
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