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The following is an excerpt from a DEF 14A SEC Filing, filed by MERIDIAN RESOURCE CORP on 5/7/1999.
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MERIDIAN RESOURCE CORP - DEF 14A - 19990507 - PROPOSAL_1

PROPOSAL ONE
ELECTION OF CLASS III DIRECTORS

Two directors will be elected by the holders of the Common Stock and Preferred Stock at the Meeting to serve as the Class III Directors of the Company's Board of Directors until the 2002 Annual Meeting of Shareholders or until such person's successor shall be duly elected. The Board of Directors recommends the election of Joseph A. Reeves, Jr. and Michael J. Mayell as the Class III Directors. Messrs. Reeves and Mayell are each currently directors of the Company. Unless contrary instructions are set forth in the proxies, it is intended that the persons executing a proxy will vote all shares represented by such proxy for the election as director of each of Messrs. Reeves or Mayell. Should any of Messrs. Reeves and Mayell become unable or unwilling to accept nomination or election, it is intended that the person acting under the proxy will vote for the election of such other person as the Board of Directors of the Company may recommend. Management has no reason to believe that either Mr. Reeves or Mr. Mayell will be unable or unwilling to serve if elected.

There are currently two Class III directorships up for election. With respect to this Proposal One, proxies cannot be voted for other than such directorships. A nominee for director receiving a plurality of votes cast at the Meeting and entitled to be cast for such nominee will be elected as director. Abstentions and broker non-votes will not be treated as a vote for or against a particular director and will not affect the outcome of the election of directors.

DIRECTORS

The Company's Bylaws provide that the Board of Directors (other than the Preferred Directors) shall be classified into three classes: Class I, Class II and Class III Directors. In addition, pursuant to the terms and conditions of the Certificate of Designation, the holders of the Preferred Stock are entitled to elect that number of Preferred Directors that equals the product
(rounded downward to the nearest whole number, but in no event less than one)
of the total number of directors of the Company following such election multiplied by 20%. As the holder of all of the issued and outstanding Preferred Stock on the Record Date and pursuant to the terms of the Certificate of Designation, SLOPI currently is entitled to elect one Preferred Director to the Company's Board of Directors.

Set forth below is certain information concerning the current directors of the Company, including the nominees for election as Class III Director, with each person's business experience for at least the past five years.

3

                                                  PRESENT
                                                 POSITIONS                                        EXPIRATION
                                                 WITH THE                   DIRECTOR              OF PRESENT
        NAME                   AGE                COMPANY                    SINCE                   TERM
        ----                   ---                -------                    -----                   ----

Joseph A. Reeves, Jr.           52          Class III Director,               1990                   1999
                                           Chairman of the Board
                                            and Chief Executive
                                                  Officer

  Michael J. Mayell             52        Class III Director and              1990                   1999
                                                 President

    James T. Bond               74           Class I Director                 1997                   2000

     E. L. Henry                63           Class II Director                1998                   2001

    Joe E. Kares                55           Class II Director                1990                   2001

 Gary A. Messersmith            50           Class II Director                1997                   2001

   Jack A. Prizzi               64           Class I Director                 1993                   2000

    Paul D. Ching               48          Preferred Director                1999                   1999


Joseph A. Reeves, Jr. is Chairman of the Board and Chief Executive Officer of the Company. Before assuming his positions with the Company, Mr. Reeves held similar positions with the Company's predecessor, Texas Meridian Resources, Ltd. ("TMR") from 1988 until 1990.

Michael J. Mayell is President of the Company. Before assuming such position with the Company, Mr. Mayell held a similar position with TMR from 1988 to 1990.

James T. Bond is General Manager of H.L. Hawkins, Jr. Oil and Gas located in Houston and New Orleans, Louisiana. He has been associated with such company for fifty years.

E. L. "Bubba" Henry has been a partner in the law firm of Adams and Reese L.L.P. since 1987.

Joe E. Kares has been a partner with the public accounting firm of Kares & Cihlar in Houston, Texas since 1980.

Gary A. Messersmith has been a partner with the law firm of Fouts & Moore, L.L.P., in Houston, Texas since 1982.

Jack A. Prizzi has served as Managing Director of Jack A. Prizzi and Co., an investment and financial advisory firm in New York, New York since December 1988.

Paul D. Ching is President and General Manager of Shell Continental Companies and has been employed by Shell Oil Company or its affiliates for the past 25 years.

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MEETINGS AND COMMITTEES OF THE BOARD

The Board of Directors held five meetings during the fiscal year ended December 31, 1998. In 1998, each director attended at least 75% of the total combined number of meetings held by the Board and by the committees on which each director served.

The Board of Directors has an Executive Committee, an Audit Committee, an Executive Compensation Committee, a Directors' Stock Plan Administration Committee and an Employee Compensation Committee.
The Company does not have a nominating or other similar committee.

The Executive Committee is currently comprised of Messrs. Reeves and Mayell and is responsible for assisting with the general management of the business and affairs of the Company during intervals between meetings of the Board of Directors. No meetings of the Executive Committee were held in 1998.

The Audit Committee is currently comprised of Messrs. Kares, Bond and Ching and is charged with the duties of recommending the appointment of the independent certified public accountants, reviewing their fees, insuring that proper guidelines are established for the dissemination of financial information, meeting periodically with the independent auditors, the Board of Directors and certain officers of the Company and its subsidiaries to ensure the adequacy of internal controls and reporting, reviewing consolidated financial statements and performing any other duties or functions deemed appropriate by the Board of Directors. All members of the Audit Committee are non-employee directors. One Audit Committee meeting was held in 1998. Pursuant to the terms and conditions of the Certificate of Designation, at least one Preferred Director shall be a member of the Audit Committee.

The Executive Compensation Committee (the "Executive Compensation Committee") is currently comprised of Messrs. Kares, Messersmith and Prizzi, all of whom are non-employee directors of the Company. The Executive Compensation Committee is generally responsible for determining the cash compensation to be paid to each of Messrs. Reeves and Mayell; however, during 1998, compensation decisions with respect to Messrs. Reeves and Mayell were made by the full Board of Directors, with Messrs. Reeves and Mayell abstaining. No Executive Compensation Committee meetings was were held in 1998.

The Directors' Stock Plan Administration Committee is currently comprised of Messrs. Reeves and Mayell and is responsible for administering the Director Plan. No Directors' Stock Plan Administration Committee meetings were held in 1998.

The Employee Compensation Committee is comprised of Messrs. Reeves and Mayell. The Employee Compensation Committee sets the salaries of all employees, including the elected officers and other senior executives, other than their own salaries (which are set by the Executive Compensation Committee or the full Board of Directors), and grants bonuses to such elected officers and other senior executives. No Employee Compensation Committee meetings were held in 1998.

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