Extract to table

1985), and its progeny — and must avoid the appearance of a "predetermined outcome

The search process must be insulated from the political dynamics of the proxy contest, and the Board's actions in connection with the search must not be — and must not appear to be — motivated by a desire to preempt or neutralize the shareholder vote

The process must be structured to ensure that these pre-existing preferences do not distort the evaluation or create the appearance of bias

Calderwood & Harkness recommends the following weighting: This rubric must be applied uniformly to all candidates — internal and external — and must be adopted by the Special Committee before any candidate interviews begin

For external candidates who are currently employed by other companies, the due diligence process must be conducted with appropriate sensitivity to the candidate's confidentiality

Priya Nair-Whitfield, as both Interim CEO and a candidate, must be excluded from these sessions in their entirety