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SYKES ENTERPRISES INC - DEF 14A - 20040406 - PROPOSAL_1
The cost of solicitation of Proxies by mail on
behalf of the Board of Directors will be borne by the Company.
Proxies also may be solicited by personal interview or by
telephone by directors, officers, and other employees of the
Company without additional compensation. The Company also has
made arrangements with brokerage firms, banks, nominees, and
other fiduciaries that hold shares on behalf of others to
forward proxy solicitation materials to the beneficial owners of
such shares. The Company will reimburse such record holders for
their reasonable out-of-pocket expenses.
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.
2
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
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Name
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Age
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Principal Occupation and Other Information
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H. Parks Helms
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68
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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, North Carolina Board of County Commissioners.
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Linda McClintock-Greco, M.D.
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49
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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 organizations.
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CLASS II — TERM EXPIRES AT THE 2007
ANNUAL MEETING
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Name
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Age
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Principal Occupation and Other Information
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Mark C. Bozek
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42
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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 Federation board for four years.
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Lt. Gen Michael DeLong (Retired)
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58
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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
graduated from the Naval Academy as an Engineer.
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Name
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Age
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Principal Occupation and Other Information
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Paul L. Whiting
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60
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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 low-income children, where he is the Board
President.
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Iain A. Macdonald
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60
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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 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
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Name
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Age
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Principal Occupation and Other Information
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Gordon H. Loetz
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54
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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 Services,
a financial investment advisory company.
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Ernest J. Milani
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74
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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 president and CEO.
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CLASS III — TERM EXPIRES AT THE
2006 ANNUAL MEETING
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Name
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Age
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Principal Occupation and Other Information
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John H. Sykes
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67
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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 firm.
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Furman P. Bodenheimer, Jr.
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74
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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 past five years.
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William J. Meurer
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60
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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 Family of Funds.
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