Our bylaws provide that the authorized number of directors may be fixed by resolution of the board of directors from time to time; provided, however, that the number of directors shall not be increased above eleven directors nor decreased below seven directors without stockholder approval. Currently, the board has fixed the number of directors at eleven. Our board is currently divided into three classes as nearly equal in size as possible and historically had staggered three year terms. The term of office for Class II directors expires at the annual meeting for which we are hereby soliciting proxies; the term of office for the Class I and Class III directors will expire at the annual meeting of stockholders to be held in 2008, or upon a director’s earlier death, resignation or removal. At our 2005 annual meeting of stockholders, the stockholders approved our Restated Certificate of Incorporation, which became effective when it
was filed with the Secretary of State of the State of Delaware on June 23, 2005. This Restated Certificate of Incorporation effected amendments to our Certificate of Incorporation as then in effect resulting in the elimination of the classification of our board of directors in 2008. In particular, pursuant to our Restated Certificate of Incorporation, the terms of the directors that were elected at our annual meetings of stockholders in 2005 and 2006, as well as those directors that are to be elected at the annual meeting for which we are hereby soliciting proxies, will expire in 2008, and beginning with our 2008 annual stockholders’ meeting, all directors will be elected at each annual meeting for a term of one year. The Restated Certificate of Incorporation also provides that, notwithstanding the above, each director shall hold office until such director’s successor is elected and qualified, or until such director’s earlier death, resignation or removal.
Unless otherwise instructed, the proxy holders will vote the proxies received by them for the Class II director nominees named in the proxy card. If any nominee is unable or declines to serve as a Class II director at the time of the annual meeting, the proxies will be voted for any nominee designated by the present board of directors to fill the vacancy. Each of the nominees named in the proxy card has agreed to serve as director, if elected.
The nominees for election as Class II directors by the holders of our common stock and the holders of the Series B Preferred Stock, voting as a single class, are William E. Kelvie, Kenneth K. Klein and Geraldine B. Laybourne. As described elsewhere herein, Elevation has indicated its intent to re-elect Fred D. Anderson as a Series B Director at the annual meeting. Information about these nominees, our other directors and our executive officers is set forth below in the section entitled “Management — Directors and Executive Officers.”
RECOMMENDATION OF THE BOARD OF DIRECTORS
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE FOR EACH OF THE CLASS II DIRECTOR NOMINEES LISTED IN THE PROXY CARD.
3
MANAGEMENT
DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth information regarding our nominees for election as directors, our incumbent directors, and our executive officers.
Name
Age
Position
Joe F. Hanauer
69
Chairman of the Board and Director
Fred D. Anderson
62
Director
L. John Doerr
55
Director
William E. Kelvie
59
Director
Kenneth K. Klein
63
Director
Geraldine B. Laybourne
59
Director
W. Michael Long
54
Chief Executive Officer and Director
Roger B. McNamee
50
Director
V. Paul Unruh
58
Director
Bruce G. Willison
58
Director
Alan Yassky
71
Director
Lewis R. Belote, III
51
Chief Financial Officer
Jack D. Dennison
50
Chief Operating Officer
James S. Caulfield
43
Executive Vice President, General Counsel and Secretary
Allan D. Dalton
58
President, Move new business venture
Lisa L. Farris
42
Chief Marketing Officer
Allan P. Merrill*
40
Executive Vice President, Strategy and Corporate Development
Errol G. Samuelson
41
Executive Vice President, Move, Inc.
President, REALTOR.com® and President, Top Producer
Eric G. Thorkilsen
56
President, Move Related Services Division
____________________
*
Mr. Merrill has tendered his resignation to the Company, effective as of April 30, 2007.
Pursuant to the Certificate of Designation for the Series B Preferred Stock, the holders of Series B Preferred Stock, voting as a separate class, are entitled to elect the two Series B Directors to the board. Thus by virtue of their ownership of the outstanding shares of our Series B Preferred Stock, Elevation currently has the right to designate and to elect two of our directors, and Elevation exercised that right in 2005, electing Messrs. Anderson and McNamee as directors. Because Mr. Anderson is a Class II director, he is up for election again at this annual meeting. If, however, the aggregate number of shares of Series B Preferred Stock issued on the original issuance date, November 29, 2005, that are outstanding on the record date for determining the stockholders entitled to vote at the next annual meeting of stockholders falls below two-thirds but is at least one-third of the shares of Series B Preferred Stock issued on
November 29, 2005 (100,000 shares were issued on that date), as adjusted for certain events, then the holders thereof will be entitled to elect only one Series B Director as a separate class. Subject to certain limitations, only holders of Series B Preferred Stock are entitled to remove or fill vacancies for Series B Directors.
In addition, pursuant to the Stockholders Agreement between the Company and Elevation dated November 29, 2005 (the “Elevation Stockholders Agreement”), following the conversion of any of the 100,000 shares of Series B Preferred Stock originally purchased by Elevation on November 29, 2005 into shares of common stock (and without duplication of the board seats provided for in the provisions above) for so long as Elevation holds at least a number of converted shares equal to two-thirds of the purchased shares on an as converted basis, Elevation Partners, L.P. shall have the right to nominate two directors for election to the board, and for so long as Elevation holds a number of converted shares equal to less than two-thirds but at least one-third of the purchased shares on an as converted basis, Elevation Partners, L.P. shall have the right to nominate one director for election to the board. The Elevation Stockholders
Agreement also provides that Elevation is required to vote their shares in the manner recommended by the board of directors with respect to the election or removal of directors, other than any of the Series B Directors.
4
As previously disclosed, on March 13, 2007, Alan Yassky, one of our Class I directors, provided us with notice of his intention to resign as a director effective as of our 2007 annual stockholders meeting. Mr. Yassky’s term is scheduled to expire at our annual stockholders meeting in 2008. Since June 2005, Mr. Yassky has served as the National Association of REALTORS® (the “NAR”) representative on our board of directors. By virtue of its ownership of our sole outstanding share of Series A preferred stock, the NAR has the right to elect one of our directors. In addition, if there is any vacancy in the office of a director elected by the holder of the Series A preferred stock, then a director to hold office for the unexpired term of such director may be elected by the vote or written consent of the holder of the Series A preferred stock.
The NAR has informed us that it intends to elect Thomas M. Stevens as its representative to serve on our board of directors effective as of Mr. Yassky’s resignation. If so elected, Mr. Stevens will become a Class I director. Mr. Stevens is 57 and currently serves as senior vice president for NRT Incorporated/Realogy, a residential real estate brokerage, and was elected as president of the NAR for the 2006 term. Prior to his appointment as senior vice president of business development for NRT Incorporated/ Realogy, Mr. Stevens served as senior vice president for the Mid-Atlantic region and president and chief operating officer of NRT’s operations in Washington, D.C. and Virginia, overseeing the 90+ offices and more than 4,000 sales associates of the organization, serving real estate consumers in Maryland, Virginia, Washington, D.C. and Delaware.
Joe F. Hanauer
has served as one of our directors since November 1996, as vice chairman of the board from November 2001 to January 2002, chairman of the board since January 2002 and lead independent director since December 2004; he was the National Association of REALTORS® representative on the board through November 2000. Mr. Hanauer is a Class III director. Since 1988, Mr. Hanauer, through Combined Investments, L.P., has directed investments in companies primarily involved in real estate and financial services. Mr. Hanauer is a former chairman and director of Grubb & Ellis Company and a former chairman of Coldwell Banker Residential Group, Inc. Mr. Hanauer is a director of MAF Bancorp, Inc., a trustee of each of Calamos Investment Trust, Calamos Advisors Trust and Calamos Convertible Opportunities and Income Fund, and a member of the National Association of REALTORS®. Mr.
Hanauer serves as one of our representatives on the Policy Advisory Board of the Joint Center for Housing Studies at Harvard University.
Fred D. Anderson
has served as one of our directors (as one of two Elevation representatives) since December 2005. Mr. Anderson is a Class II director. Mr. Anderson co-founded and has been a managing director of Elevation Partners, L.P., a private equity firm focused on the media and entertainment industries, since July 2004. From March 1996 to June 2004, Mr. Anderson served as executive vice president and chief financial officer of Apple Inc., a manufacturer of personal computers and related software. Prior to joining Apple, Mr. Anderson was corporate vice president and chief financial officer of Automatic Data Processing, Inc., an electronic transaction processing firm, from August 1992 to March 1996. On April 24, 2007, the Securities and Exchange Commission (“SEC”) filed a complaint against Mr. Anderson and another former officer of Apple Inc. The complaint alleged that Mr.
Anderson failed to take steps to ensure that the accounting for an option granted in 2001 to certain executives of Apple, including himself, was proper. Simultaneously with the filing of the complaint, Mr. Anderson settled with the SEC, neither admitting nor denying the allegations in the complaint. In connection with the settlement, Mr. Anderson agreed to a permanent injunction from future violations of Sections 17(a)(2) and 17(a)(3) of the Securities Act of 1933 and Section 16(a) of the Securities Exchange Act of 1934 and Rules 13b2-2 and 16a-3 thereunder, and from aiding and abetting future violations of Sections 13(a), 13(b)(2)(A), 13(b)(2)(B) and 14(a) of the Securities Exchange Act of 1934 and Rules 12b-20, 13a-1, 13a-13, and 14a-9 thereunder. He also agreed to disgorge approximately $3.5 million in profits and interest from the option he received and to pay a civil penalty of $150,000. Under the terms of the settlement, Mr. Anderson may continue to act as an
officer or director of public companies. Mr. Anderson also serves on the board of directors of eBay, Inc.
L. John Doerr
has served as one of our directors since August 1998. Mr. Doerr is a Class III director. Mr. Doerr has been a general partner of Kleiner Perkins Caufield & Byers, a venture capital firm, since 1980. Prior to his tenure at Kleiner Perkins, Mr. Doerr was employed by Intel Corporation for five years. He serves on the board of directors of Amazon.com, Inc., Google Inc. and Intuit Inc.
5
William E. Kelvie
has served as one of our directors since August 1998. Mr. Kelvie is a Class II director. He has served as chief executive officer of Overture Corporation, an information technology company, since July 2000. Prior to his tenure at Overture Corporation, Mr. Kelvie was the executive vice president and chief information officer
responsible for information technology systems at the Federal National Mortgage Association (Fannie Mae), the world’s largest non-bank financial services company, from 1992 to 2000. Mr. Kelvie joined Fannie Mae in 1990 as senior vice president and chief information officer. Prior to his tenure at Fannie Mae, Mr. Kelvie was a partner with Nolan, Norton & Co., a management consulting company specializing in information technology strategies and plans. He also served in various capacities with The
Dexter Corporation, a specialized manufacturing company, and The Travelers Insurance Company, an insurance and financial services company.
Kenneth K. Klein
has served as one of our directors since August 1998. Mr. Klein is a Class II director. He is president and chief executive officer of a privately held group of companies involved in diversified residential and light commercial construction and land development, including Kleinco Construction Services, Inc., of which Mr. Klein has served as president and chief executive officer since 1980. Mr. Klein was national vice president of the National Association of Home Builders during the calendar years 1999 and 2000. He serves on the board of directors of First Fidelity Bank, an Oklahoma based regional bank, and Habitat for Humanity International.
Geraldine B. Laybourne
has served as one of our directors since June 2006. Ms. Laybourne is a Class II director. In 1998, Ms. Laybourne founded Oxygen Media, LLC, an independent cable television network with programming tailored to the interests of women, and has served as its chairman and chief executive officer since its inception. Prior to starting Oxygen, Ms. Laybourne spent many years at Nickelodeon, a programming affiliate of MTV Networks, having served in a number of roles from 1980 to 1995, including as its president from 1989 to 1992. From 1993 to 1995, Ms. Laybourne also served as the vice chairman of MTV Networks. From 1996 to 1998, she served as the president of Disney ABC Cable Networks. She currently serves on several boards and advisory committees, including Insight Communications Company, Inc., Vassar College, The National Cable & Telecommunications Association, The National
Council for Families and Television, and Cable Positive.
W. Michael Long
has served as our chief executive officer and as one of our directors since January 2002. Mr. Long is a Class III director. From November 1999 to April 2001, Mr. Long served as chairman of the board and as a director of Healtheon/WebMD Corporation (“Healtheon/WebMD;” now known as Emdeon Corporation), a provider of healthcare information services and technology solutions. From July 1997 to November 1999, Mr. Long served as chief executive officer of Healtheon Corporation. From August 1996 to July 1997, Mr. Long served as president and chief executive officer of CSC Continuum, Inc., a unit of Computer Sciences Corporation. Prior to its acquisition by Computer Sciences Corporation, Mr. Long was president and chief executive officer of The Continuum Company, Inc.
Roger B. McNamee
has served as one of our directors (as one of two Elevation representatives) since December 2005. Mr. McNamee is a Class I director. Mr. McNamee co-founded and has been a managing director of Elevation Partners, L.P., since July 2004. Prior to joining Elevation, Mr. McNamee was a co-founder of Silver Lake Partners, a private equity firm, where he is also an advisory director. In 1991, Mr. McNamee co-founded the investment firm Integral Capital Partners, where he is currently an advisory director of the general partner of Integral’s most recent investment fund and continues as a managing member of the general partner of its previous investment funds. Prior to founding Integral, Mr. McNamee managed the T. Rowe Price Science & Technology Fund and co-managed the T. Rowe Price New Horizons Fund.
V. Paul Unruh
has served as one of our directors since May 2003. Mr. Unruh is a Class I director. For 25 years, Mr. Unruh worked at Bechtel, a privately held global engineering and construction services organization. Prior to his retirement in 2002, Mr. Unruh served as vice chairman of Bechtel Group, Inc. from January 2001 to December 2002 and president of Bechtel Enterprises, a development and financing subsidiary, from July 1997 to January 2001. His previous responsibilities at Bechtel included both operating and financial positions, including chief financial officer, treasurer and controller. Prior to joining Bechtel in 1978, Mr. Unruh practiced as a certified public accountant with what is now PricewaterhouseCoopers LLP for seven years. Mr. Unruh is currently a director of Symantec Corporation, a software company, and Heidrick & Struggles International, Inc., a provider of senior-level
executive search and leadership services.
6
Bruce G. Willison
has served as one of our directors since December 2002. Mr. Willison is a Class I director. Since January 2006, Mr. Willison has served as Professor of Management of the UCLA Anderson School of Management. From 1999 to December 2005, Mr. Willison served as Dean of the UCLA Anderson School of Management. This appointment followed a 26-year career in the banking industry, most recently as president and chief operating officer of H.F. Ahmanson & Co., the parent company of Home Savings of America. Prior to that,
Mr. Willison held several executive positions at First Interstate Bancorp, including chairman and chief executive officer of First Interstate’s Oregon operations and chairman, president, and chief executive officer of First Interstate Bank of California, as well as vice chairman of the bank’s holding company,
First Interstate Bancorp. Mr. Willison began his banking career at Bank of America Corp. in 1973. Mr. Willison is a director of Health Net, Inc., an integrated managed care organization, and IndyMac Bancorp, Inc., the parent company of IndyMac Bank.
Alan Yassky
has served as one of our directors (as the National Association of REALTORS® representative) since June 2005. Mr. Yassky is a Class I director. Mr. Yassky has served as the representative of the National Association of REALTORS® on the board of directors of RealSelect, Inc., a wholly-owned subsidiary of the Company, since December 2000. Mr. Yassky has been a REALTOR® since 1964, and has served as a director of the National Association of REALTORS® since 1984. From 1997 to 2000, Mr. Yassky additionally served as treasurer for the National Association of REALTORS®. Mr. Yassky also founded Rockland Realty in 1964, a real estate firm in New York, which he continues to operate as co-owner.
Lewis R. Belote, III
has served as our chief financial officer since January 2002. From May 1998 to April 2001, Mr. Belote served as senior vice president, finance of Healtheon/WebMD (now known as Emdeon Corporation). From June 1996 to May 1998, Mr. Belote served as senior vice president and chief financial officer for ActaMed Corporation. Prior to 1996, Mr. Belote served for twelve years with the accounting firm of Ernst & Young LLP.
Jack D. Dennison
has served as our chief operating officer since January 2002. From July 1998 to January 2001, Mr. Dennison served as executive vice president, general counsel and secretary of Healtheon/WebMD (now known as Emdeon Corporation). From 1996 to July 1998, Mr. Dennison served as vice president and deputy general counsel to Computer Sciences Corporation. Prior to that time, Mr. Dennison was general counsel at The Continuum Company, Inc.
James S. Caulfield
has served as our executive vice president, general counsel and secretary since October 2006. Mr. Caulfield has been a member of our legal department since February 2004 and has also served as our senior vice president, deputy general counsel and assistant secretary from March 2006 to October 2006. Prior to joining us, Mr. Caulfield was vice president and general counsel of Lincoln Financial Advisors Corporation, a financial planning firm, from March 2002 to February 2004. Mr. Caulfield has also served as counsel and executive vice president of E.W. Blanch Holdings, Inc., a corporate attorney of Fibreboard Corporation and a corporate associate with the law firm of Bingham McCutchen, LLP.
Allan D. Dalton
has accepted a new position with us as of February 2007 to lead a new business venture creating new products and services for sale to consumers and real estate professionals. From December 2006 to February 2007 he served as president of our Real Estate Services Division. From October 2002 to December 2006, Mr. Dalton was president and chief executive officer of REALTOR.com®, one of our consumer websites and the official Internet site of the National Association of REALTORS®. From August 2002 to October 2002, Mr. Dalton served as executive vice president of Coldwell Banker New England Metro, the largest real estate services organization in New England. From January 1998 to August 2002, Mr. Dalton was senior vice president of NRT Incorporated. Mr. Dalton’s 20-plus year career in the real estate industry includes 16 years as president and co-owner of an independent
real estate brokerage with more than 30 offices. He has also served as executive vice president of Coldwell Banker Hunneman.
Allan P. Merrill
has served as our executive vice president of strategy and corporate development since October 2001. From April 2000 to October 2001, Mr. Merrill was president of HomeBuilder.com®, one of our consumer websites (now a part of
www.move.com
). Mr. Merrill joined us following a 13-year tenure, from 1987 to March 2000, with the investment banking firm Warburg Dillon Read (now UBS Investment Bank), where he was a managing director and last served as co-head of the Global Resources Group, overseeing the construction and building materials, chemicals, forest products, mining and energy industry groups. Mr. Merrill serves as one of our representatives on the Policy Advisory Board of the Joint Center for Housing Studies at Harvard University.
7
Errol G. Samuelson
has served as one of our executive vice presidents and president of REALTOR.com® since February 2007. Since August 2003, Mr. Samuelson has served as senior vice president of operations of Top Producer and then as president of Top Producer. From January 2002 to August 2003, Mr. Samuelson was an independent consultant and co-founder/principal of the consulting firm Pranix, Inc. From January 2001 to December 2001, Mr. Samuelson also served as our director of international marketing and vice president of product strategy.
Eric Thorkilsen
has served as president of our Move-Related Services division since December 2006. Immediately prior to joining us, Mr. Thorkilsen was founder and managing partner at Lifestyle Media Partners, a company focused on providing leading media brand producers with counsel, business strategy development, and execution expertise as they pursue development of multi-media platforms. From January 2005 to March 2006, Mr. Thorkilsen served as senior vice president of business development and directed all multi-media brand development and extensions for the HGTV, the Food Network, DIY, Fine Living and Great American Country properties for the E.W. Scripps Company, a multimedia holding company. From 1973 to December 2004,
Mr. Thorkilsen held several positions at Time Warner Inc., a media and entertainment company, including: president of This Old House Ventures,
Inc., president and publisher of This Old House magazine, publisher of Martha Stewart Living magazine and president of Martha Stewart Living television.
Lisa L. Farris
has served as our chief marketing officer since November 2006. Ms. Farris served as our senior vice president of marketing from July 2006 until November 2006, and as an independent marketing consultant to us from April 2006 through June 2006. From January 2004 through January 2006, she was founder and general manager of Wondernation, an entertainment company providing educational programming for young children. From August 1997 through December 2003, Ms. Farris held strategic marketing roles within Universal Music Group, including Vice President, Strategic Marketing for MCA Records and Senior Vice President of Market Development for Universal Music Group’s eLabs.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
Other than Mr. Long, due to his position as our chief executive officer, Mr. Yassky, due to his position with the National Association of REALTORS®, and Messrs. Anderson and McNamee for reasons described below, the board of directors has determined that each member of the board meets the requirements for being “independent” as defined by applicable law, SEC rules and regulations, and NASDAQ listing standards, each as they may be interpreted and amended from time to time, as well as other legal requirements applicable to us. In 2005, the Company made $2,321,577 in payments to Elevation in connection with the investment by Elevation in our Series B Preferred Stock. Because of their relationship with Elevation as described in “Security Ownership of Certain Beneficial Owners and Management” and the payments made by the Company to or on behalf of Elevation in connection with the sale of Series B Preferred Stock,
Messrs. Anderson and McNamee are not considered to be independent at this time under NASDAQ listing standards and thus are not considered independent at this time by the board of directors.
With regard to the independence determinations discussed above, the board considered Mr. Doerr’s status as a general partner of Kleiner Perkins, which owns 2.49% of the Company’s common stock, and his indirect joint ownership with Mr. Long, of real estate purchased for conservation purposes. The board also considered Mr. Unruh’s status as a director of Heidrick & Struggles International, which the Company engaged in connection with director search services in 2006.
The board of directors held a total of nine meetings during the year ended December 31, 2006. During that period, each director attended at least 75% of the aggregate of the total number of meetings of the board (held during the period for which he or she has been a director) and the total number of meetings of all committees of the board on which that director served (during the periods that he or she served), except for Messrs. Doerr and Kelvie. The board has the following standing committees: an audit committee established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, a management development and compensation committee, and a governance and nominating committee. Each of these committees has a written charter, and such charters, as well as our corporate governance guidelines, code of conduct and business ethics, and other governing documents, can be found on our website at
http://investor.move.com
.
8
Audit Committee
The audit committee’s principal functions are to:
independently and objectively monitor the periodic reporting of our financial condition and results of
operations;
monitor reviews of the adequacy of the accounting and financial reporting processes and systems of
internal control conducted by our independent auditors and financial and senior management;
review and evaluate the independence and performance of our independent auditors;
approve related party transactions;
retain and manage the relationship with our independent auditors; and
facilitate communication among our independent auditors, management and the board of directors.
Our audit committee consists of Messrs. Klein, Willison and Unruh. Each of the members of the audit committee meets the standards of independence applicable to audit committee members under applicable SEC rules and NASDAQ listing standards. The board has determined that Mr. Unruh meets the requirements of an “audit committee financial expert” as defined in SEC rules and regulations. The audit committee held ten meetings during 2006.
Management Development and Compensation Committee
The management development and compensation committee’s principal functions are to:
review the ongoing development of our leadership development programs, succession planning, mission
statement and operating values;
review and approve goals and objectives relevant to the chief executive officer’s compensation, evaluate
his performance in light of those goals and objectives, and set his compensation level (including, but not
limited to, salary, long and short-term incentive plans, retirement plans, deferred compensation plans,
equity award plans, and change in control or other severance plans, as the committee deems appropriate)
based on this evaluation;
review and approve our overall compensation policies, including as they relate to the board, our chief
executive officer and other executive officers, and other senior officers and employees;
review and approve the compensation levels for executive officers (including, but not limited to, salary,
long and short-term incentive plans, retirement plans, deferred compensation plans, equity award plans,
and change in control or other severance plans, as the committee deems appropriate); and
administer and make recommendations to the board with respect to our incentive-compensation plans
and equity-based compensation plans.
Our management development and compensation committee consists of Messrs. Hanauer and Willison. Each of these directors is a non-employee director within the meaning of Section 16 of the Securities Exchange Act of 1934, an outside director within the meaning of Section 162(m) of the Internal Revenue Code, and an independent director under applicable NASDAQ listing standards. The management development and compensation committee held nine meetings during 2006. The management development and compensation committee may delegate to the extent permitted by applicable law, SEC rules and NASDAQ listing standards, to one or more members of the committee or to an officer, the power to designate officers and employees of the Company and its subsidiaries who will receive awards, and the number and type of awards, under the Company’s incentive compensation plans and equity-based incentive plans. See “Compensation Discussion and
Analysis” for further discussion of the committee’s processes and procedures.
9
Governance and Nominating Committee
The governance and nominating committee’s principal functions are to:
identify and make recommendations to the board of directors on individuals qualified to serve as our
board members;
review and re-evaluate our corporate governance guidelines at least twice per year;
review and recommend the re-nomination of incumbent directors;
review and recommend appointments to other committees;
lead the board in its annual review of the board’s performance; and
perform other tasks, such as studying the size, committee structure, or meeting frequency of the board.
Our governance and nominating committee consists of Messrs. Hanauer and Kelvie, and Ms. Laybourne. Each of these directors is an independent director under applicable NASDAQ listing standards. The committee held four meetings during 2006.
The governance and nominating committee will consider all stockholder recommendations for candidates for the board, which should be sent by stockholders to the governance and nominating committee in the care of our secretary, in accordance with the timeliness and information requirements of our bylaws. To facilitate consideration by the governance and nominating committee, the recommendation should also be accompanied by a full statement of the qualifications of the recommended nominee and the consent of the recommending stockholder to be named in our proxy materials. In addition to considering candidates suggested by stockholders, the governance and nominating committee considers potential candidates recommended by current directors, company officers, employees and others.
Potential new board members are identified, screened, recommended, and nominated by the governance and nominating committee. The governance and nominating committee screens all potential candidates in the same manner regardless of the source of the recommendation. Any vacancy on the board is filled by the affirmative vote of a majority of the independent board members then in office.
In addition to the mandatory retirement age of 75, the governance and nominating committee has adopted the following criteria for the evaluation of director nominees:
the board as a whole shall be appropriately diverse with members coming from targeted industries and a
variety of career paths and skill sets, including experience in business and management, leadership and
strategic planning and crisis response;
the board seeks to attract members from several industries, including technology, the Internet, real estate,
real estate finance or related activities, financial services, media, marketing, accounting and finance,
education and other core industries related to Move;
that a preponderance of the board’s members will have occupied positions in senior management, including
CEO positions, with companies engaged in the industries referenced above and that the related companies
will have generated at least $250 million in revenues annually;
all board members must be able to meet the time commitment of active board responsibility, and no
candidate will be nominated for director if the board determines that such candidate serves on a number
of other boards of directors, or has extensive other obligations, that prevent such candidate from meeting
the time commitments required for service on the board;
the board seeks members representing a diversity of skill sets in order to both enable the board to consider
the variety of issues it expects to consider, as well as to offer management the kinds of resources they may
need to operate more effectively; and
board members are sought who possess personal integrity and high moral and ethical standards, and who
can be expected to be committed to represent the long-term interests of stockholders.
10
As part of its settlement of a class action lawsuit in 2003, the Company adopted certain corporate governance principles, including a procedure for the nomination of a new stockholder-nominated director whereby a designee of the California State Teachers’ Retirement System would work in coordination with the chairman of the board to identify potential independent director nominees. The Company paid fees in 2005 and 2006 to a professional search firm to assist in identifying potential nominees in connection with this process. Ms. Laybourne was identified and appointed to the board in June 2006 pursuant to this procedure.
The board provides a process for stockholders to send communications to the entire board or any of the directors individually. Stockholders may send written communications to the board, or to any of the individual directors, in the care of our secretary. All communications will be compiled by the secretary and are forwarded to the addressees or distributed at the next scheduled board meeting.
The board of directors encourages its members to attend our annual meeting of stockholders. Messrs. Hanauer, Anderson, Kelvie, Klein, Long, McNamee, Unruh, Willison and Yassky, and Ms. Laybourne, attended our 2006 annual meeting.
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