PROPOSAL 1:
ELECTION OF DIRECTORS
The Company's Board of Directors currently is comprised of 11 individuals,
and is divided into three classes (designated "CLASS I," "CLASS II," and
"CLASS III"), as nearly equal in number as possible, with each class serving a
three-year term expiring at the third annual meeting of shareholders after its
election. The term of the three current CLASS II directors will expire at the
Annual Meeting. One of the current CLASS II directors, Thomas F. Skelly, will
not stand for re-election. The Company's Board of Directors, upon the
recommendation of the Nominating and Corporate Governance Committee, has
nominated Iain A. Macdonald for election to the Board at the Annual Meeting to
fill Mr. Skelly's seat as a member of Class II, whose term will expire at the
2007 Annual Meeting of Shareholders. The Company's Board of Directors, upon the
recommendation of the Nominating and Corporate Governance Committee, has
nominated the other two Class II directors, Dr. Linda McClintock-Greco and
H. Parks Helms, to stand for election to the Board at the Annual Meeting as
members of Class I, whose term will expire at the 2005 Annual Meeting of
Shareholders.
Additionally, the Florida Business Corporation Act requires that any
director elected by the Board of Directors to fill a vacancy on the Board must
stand for re-election at the next annual meeting of the shareholders. Three
directors were elected by the Board since the last annual meeting: Mark C.
Bozek, Lt. Gen. Michael DeLong and Paul L. Whiting. The Company's Board of
Directors, upon the recommendation of the Nominating and Corporate Governance
Committee, has nominated each of such gentlemen to stand for election to the
Board at the Annual Meeting as members of Class II, whose term will expire at
the 2007 Annual Meeting of Shareholders.
In the event any nominee is unable to serve, the persons designated as
proxies will cast votes for such other person in their discretion as a
substitute nominee. The Board of Directors has no reason to believe that the
nominees named herein will be unavailable or, if elected, will decline to serve.
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Under Florida law, if a quorum exists, directors are elected by a
plurality of the votes cast in the election.
The Board of Directors recommends the following nominees for election as
directors in the Classes specified and urges each shareholder to vote "FOR" the
nominees. Executed proxies in the accompanying form will be voted at the Annual
Meeting in favor of the election as directors of the nominees named below,
unless authority to do so is withheld.
DIRECTORS STANDING FOR ELECTION AT THE 2004 ANNUAL MEETING
CLASS I - TERM EXPIRES AT THE 2005 ANNUAL MEETING
Name Age Principal Occupation and Other Information
---------------------------------- ------ ---------------------------------------------------
H. Parks Helms H. Parks Helms has served as a director of the
Company since its inception in 1977 and is a member
of the Audit Committee and the Nominating and
Corporate Governance Committee. Mr. Helms is
President and Managing Partner of the law firm of
Helms, Cannon, Henderson & Porter, P.A., in
Charlotte, North Carolina and has been with the
firm for more than the past five years. Mr. Helms
has held numerous political appointments and
elected positions, including as a member of the
North Carolina House of Representatives. He
currently is Chairman of the Mecklenburg County,
68 North Carolina Board of County Commissioners.
Linda McClintock-Greco, M.D. Linda McClintock-Greco, M.D. was elected to the
Board of Directors of the Company in May of 1998
and is a member of the Compensation and Human
Resource Development Committee. Since 1998,
Dr. McClintock-Greco has been the President and
Chief Executive Officer of Greco & Assoc.
Consulting, a healthcare consulting firm, and in
that capacity serves as the vice president of
Medical Affairs for Entrusted Healthcare Management
Services for the State of Florida. Until 1998, she
served as Chief Executive Officer and Chief Medical
Officer of Tampa General HealthPlan, Inc.
(HealthEase) and had spent the past 11 years in the
health care industry as both a private practitioner
in Texas and a managed care executive serving as
the Regional Medical Director with Humana Health
Care Plan. Dr. McClintock-Greco serves on the Board
of Directors of the Florida Association of Managed
Care Organizations (FAMCO). Dr. McClintock-Greco
also serves on the board of several charitable
49 organizations.
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CLASS II - TERM EXPIRES AT THE 2007 ANNUAL MEETING
Name Age Principal Occupation and Other Information
Mark C. Bozek Mark C. Bozek was elected to the Board of Directors in
August of 2003 and is a member of the Compensation and
Human Resource Development Committee. Mr. Bozek is the
President of Halo Entertainment, a privately held film
production company which he founded in January 2003. From
March 1997 until February 2003, Mr. Bozek served as the
Chief Executive Officer of Home Shopping Network. From
April 1993 until February 1996, Mr. Bozek served as the
Vice President of Broadcasting for QVC. Mr. Bozek is an
active member of the Young President's Organization and he
previously served as a member of the National Retail
42 Federation board for four years.
Lt. Gen Michael DeLong (Retired) Lt. General Michael DeLong (USMC Retired) was elected to
the Board of Directors in September of 2003 and is a
member of the Nominating and Corporate Governance
Committee. Since November 2003, Lt. Gen. DeLong has served
as Vice President of Government Operations at The Shaw
Group, Inc. From 1967 until his retirement on November 1,
2003, Lt. Gen. DeLong led a distinguished military career,
most recently serving as the Deputy Commander, United
States Central Command at Mac Dill Air Force Base,
Florida. He holds a Master's Degree in Industrial
Management from Central Michigan University and an
honorary Doctorate in Strategic Intelligence from the
Joint Military Intelligence College. Lt. General DeLong
58 graduated from the Naval Academy as an Engineer.
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Name Age Principal Occupation and Other Information
---------------------------------- ------ ----------------------------------------------------------
Paul L. Whiting Paul L. Whiting was elected to the Board of Directors in
December of 2003 and is a member of the Audit Committee.
Since 1997, Mr. Whiting has been President of Seabreeze
Holdings, Inc., a privately held investment company. From
1991 through 1996, Mr. Whiting held various positions
within Spalding & Evenflo Companies, Inc., including Chief
Executive Officer. Mr. Whiting has held similar high-level
finance and administration positions at Questor
Corporation, AP Parts Company, Lawrence Systems, Inc.,
EDAX International, Inc., and American National Bank &
Trust Co. of Chicago. Presently, Mr. Whiting sits on the
board of The Bank of Tampa. Mr. Whiting also serves on the
boards of various civic organizations, including, among
others, the Academy Prep Center of Tampa, Inc., a full
scholarship, private college preparatory middle school for
60 low-income children, where he is the Board President.
Iain A. Macdonald During the past 5 years, Mr. Macdonald has served on the
boards of a series of technology-based business ventures
which he has assisted to develop and obtain funding. He is
currently Chairman of Yakara plc, a developer of SMS
software solutions and Realise Ltd., an internet systems
integrator, both of which are located in Scotland. He is
also on the Board of Northern AIM VCT, a Scottish venture
capital investment fund. Mr. Macdonald previously served
on the Board of Directors of the Company from 1998 to
2001, when he resigned for personal reasons. Prior to
joining the Company's Board in 1998, Mr. Macdonald served
as a director of McQueen International LTD. from 1996
60 until its acquisition by the Company.
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DIRECTORS WHOSE TERMS OF OFFICE CONTINUE
CLASS I - TERM EXPIRES AT THE 2005 ANNUAL MEETING
Name Age Principal Occupation and Other Information
Gordon H. Loetz Gordon H. Loetz was elected to the Company's Board of
Directors in 1993 and currently serves as Vice Chairman of the
Board of Directors and is a member of the Compensation and
Human Resource Development Committee. From February 1999
through December 31, 2001, Mr. Loetz served as director and
President of Sykes Financial Services, Inc., a wholly-owned
subsidiary of the Company. From November 1997 through February
1999, Mr. Loetz served as the Company's Executive Vice
President and Chief Operating Officer. Prior to November 1997,
Mr. Loetz served as the President of CFS Insurance Agency,
Inc. In addition, Mr. Loetz founded Comprehensive Financial
54 Services, a financial investment advisory company.
Ernest J. Milani Ernest J. Milani was elected to the Company's Board of
Directors in April 1996 and is Chairman of the Compensation
and Human Resource Development Committee. Until 1996, Mr.
Milani held various positions with CDI Corporation, a publicly
held provider of engineering and technical services, most
recently as President of CDI Corporation Northeast and CDI
Technical Services Ltd., both of which are subsidiaries of CDI
Corporation. Following his retirement in 1996, Mr. Milani
founded E.J. Milani Consulting Corp., a management and
marketing consulting firm, where he is currently serving as
74 president and CEO.
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CLASS III - TERM EXPIRES AT THE 2006 ANNUAL MEETING
Name Age Principal Occupation and Other Information
---------------------------------- ------ --------------------------------------------------------
John H. Sykes John H. Sykes has been Chairman of the Board of
Directors of the Company since its inception in 1977. He
also served as President and Chief Executive Officer of
the Company from inception until December 1998, and has
resumed these functions from November 2000 to the
present. Previously, Mr. Sykes was Senior Vice President
of CDI Corporation, a publicly held technical services
67 firm.
Furman P. Bodenheimer, Jr. Furman P. Bodenheimer, Jr. was elected to the Board of
Directors of the Company in 1991 and is Chairman of the
Nominating and Corporate Governance Committee. Mr.
Bodenheimer has been President and Chief Executive
Officer of Zickgraf Enterprises, Inc. and Nantahala
Lumber in Franklin, North Carolina for more than the
74 past five years.
William J. Meurer William J. Meurer was elected to the Board of Directors
in October 2000 and is a member and Chairman of the
Audit Committee. Previously, Mr. Meurer was employed for
35 years with Arthur Andersen LLP where he served most
recently as the Managing Partner for Arthur Andersen's
Central Florida operations. Mr. Meurer also serves on
the Board of Trustees for St. Joseph's Baptist Health
Care and Baycare Health System and is a member of the
Board of Directors of Tribridge, Inc. and Heritage
60 Family of Funds.
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