Healthways Announces Plan to Declassify Board
Healthways, Inc. (NASDAQ: HWAY) today announced that it intends to include in its proxy statement for its 2013 annual meeting of stockholders (the “2013 Annual Meeting”) a proposal to eliminate the Company's classified board structure and elect directors on an annual basis. The proposal, which was unanimously approved by the Board of Directors, must be approved by the stockholders of the Company at the 2013 Annual Meeting.
The Board of Directors is currently divided into three classes, and each class of directors is elected for a three-year term. If the proposal is approved by stockholders, declassification of the Board of Directors will be implemented on a phase-out basis such that each class of directors would be elected for a one-year term beginning with the class of directors whose term expires at the Company's 2014 annual meeting of stockholders. The full text of the proposal will be included in the Company's proxy statement to be filed with the Securities and Exchange Commission in April, 2013.
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