- 17 -
incorporation, and/or the Alumax 1984 bylaws. The Alumax class B
common stock and the Alumax class C common stock had the follow-
ing voting rights with respect to the Alumax board membership:
(1) The Alumax class B common stock had the right by affirmative
vote of a majority of the outstanding shares of that stock to
elect, remove with or without cause, accept resignations of, and
to fill vacancies in the offices of two of those voting members
(class B directors); and (2) the Alumax class C common stock had
the right by affirmative vote of a majority of the outstanding
shares of that stock to elect, remove with or without cause,
accept resignations of, and fill vacancies in the offices of the
remaining four of those voting members (class C directors).
The class B directors and the class C directors, voting in
the aggregate and not by class, had the right to elect one of the
two special class directors (elected special class director).
That director was required to be any full-time employee of Alumax
other than the CEO of Alumax, who was required to be the other
special class director (CEO special class director). Pursuant to
a side letter agreement dated and effective as of March 9, 1984,
among Mitsui Japan, Mitsui USA, and Amax, the class B directors
were to nominate a person to serve as the elected special class
director, and the class C directors were required to vote for
that person in the election of the elected special class director
and were not allowed to remove that person from that office
unless a majority of the class B directors voted in favor of such
Page: Previous 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 NextLast modified: May 25, 2011