| 2008-02-29 |
Thomas H. Lenagh Director; 2002 Independent Financial Advisor; 3 Director of Adams
(Nov. 1924) Audit, Director of Photonics Products Group; Express Company,
Nominating Director/Trustee of Cornerstone Petroleum and Resources
and Corporate Strategic Value Fund, Inc. and Corporation, and
Governance Cornerstone Progressive Return Fund PPGI Industries
Committee
Member
-2-
NUMBER OF
PORTFOLIOS
IN FUND DIRECTORSHIPS HELD
NAME AND POSITION(S) TERM OF COMPLEX BY NOMINEE FOR
ADDRESS(1) WITH OFFICE PRINCIPAL OCCUPATION OVER OVERSEEN DIRECTOR OUTSIDE OF
(BIRTH DATE) FUND SINCE PAST 5 YEARS BY DIRECTOR FUND COMPLEX*
-----------------------------------------------------------------------------------------------------------------------------
NON-INTERESTED NOMINEES
Thomas H. Lenagh Director; 2002 Independent Financial Advisor; 3 Director of Adams
(Nov. 1924) Audit, Director of Photonics Products Group; Express Company,
Nominating Director/Trustee of Cornerstone Petroleum and Resources
and Corporate Strategic Value Fund, Inc. and Corporation, and
Governance Committee
Member
-4-
Under the federal securities laws, the Fund is required to provide to
Stockholders in connection with the Meeting information regarding compensation
paid to Directors by the Fund as well as by the various other U.S. registered
investment companies advised by the Fund's investment adviser during its prior
calendar year. The following table provides information concerning the
compensation paid during the year ended December 31, 2007, to each Director of
the Fund in their capacities solely as a Director of the Fund. This information
does not reflect any additional monies received for a named individual serving
in any other capacity to the Fund. Please note that the Fund has no bonus,
profit sharing, pension or retirement plans.
AGGREGATE TOTAL COMPENSATION
DIRECTOR COMPENSATION FROM FUND AND FUND
NAME OF DIRECTOR SINCE FROM FUND COMPLEX* PAID TO DIRECTOR
--------------------------------------------------------------------------------
Glenn W. Wilcox, Sr. 2001 $10,000 $34,726.03
Andrew A. Strauss 2001 $10,000 $34,726.03
Edwin Meese III 2001 $10,000 $34,726.03
Scott B. Rogers 2001 $10,000 $34,726.03
Thomas H. Lenagh 2002 $10,000 $34,726.03
Ralph W. Bradshaw 2001 0 0
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* For compensation purposes, Fund Complex refers to the Fund,
Cornerstone Strategic Value Fund, Inc., and Cornerstone Progressive
Return Fund, all of which were managed by Cornerstone Advisors, Inc.
during the year ended December 31, 2007.
DIRECTOR TRANSACTIONS WITH FUND AFFILIATES. As of December 31, 2007,
neither the Independent Directors nor members of their immediate family owned
securities beneficially or of record in Cornerstone Advisers, Inc., or an
affiliate of Cornerstone Advisors, Inc. Furthermore, over the past five years,
neither the Independent Directors nor members of their immediate family have any
direct or indirect interest, the value of which exceeds $120,000, in Cornerstone
Advisors, Inc. or any of its affiliates. In addition, since the beginning of the
last two fiscal years, neither the Independent Directors nor members of their
immediate family have conducted any transactions (or series of transactions) or
maintained any direct or indirect relationship in which the amount involved
exceeds $120,000 and to which Cornerstone Advisors, Inc. or any affiliate
thereof was a party.
Each Director attended at least seventy-five (75%) percent or more of the
five (5) meetings of the Board of Directors (including regularly scheduled and
special meetings) held during the period for which he was a Director.
THE AUDIT COMMITTEE
During the calendar year ended December 31, 2007, the Audit Committee was
composed of all directors who are not interested persons of the Fund, as such
term is defined in Section 2(a)(19) of the Investment Company Act and Section
121A of the American Stock Exchange, LLC ("AMEX") rules. The members of the
Audit Committee during this period were Messrs. Wilcox, Sr., Strauss, Meese,
Lenagh and Rogers. The Board of Directors has adopted an Audit Committee
Charter. The principal functions of the Audit Committee include but are not
limited to, (i) the oversight of the accounting and financial reporting
processes of the Fund and its internal control over financial reporting; (ii)
the oversight of the quality and integrity of the Fund's financial statements
and the independent audit thereof; and (iii) the approval, prior to the
engagement of, the Fund's independent registered public accounting firm and, in
connection therewith, to review and evaluate the qualifications, independence
and performance of the Fund's independent registered public accounting firm. The
Audit Committee convened four (4) times during the 2007 calendar year.
The Audit Committee currently does not have an Audit Committee Financial
Expert, as such term is defined in Section 407 of the Sarbanes-Oxley Act of
2002. Rather, the Audit Committee members believe that each of their individual
experiences provide the Audit Committee with sufficient experience and expertise
to allow them to perform their duties as members of the Audit Committee.
THE NOMINATING AND CORPORATE GOVERNANCE COMMITTEE
The Fund has a standing Nominating and Corporate Governance Committee (the
"Committee"), which is comprised of Messrs. Wilcox, Sr., Lenagh, Meese, Rogers,
and Strauss, all of whom are directors who are not interested persons of the
Fund, as such term is defined in Section 2(a)(19) of the Investment Company Act
and in Section 121A of the AMEX rules. The Committee has a written charter. The
Committee is appointed to identify and select qualified candidates that have
exhibited strong decision making ability, substantial business experience,
relevant knowledge of the mutual fund industry (including closed-end funds),
skills or technological expertise and exemplary personal integrity and
reputation. In addition, the Committee seeks candidates that have experience and
knowledge involving all of the service providers of a registered investment
company.
-5-
The Committee will consider all nominees recommended by Stockholders of the
Fund, so long as Stockholders send their recommendations in writing to the
Secretary of the Fund in a manner consistent with the Fund's By-laws. The
Committee will seek candidates for the Board that have exhibited strong
decision-making ability, substantial business experience, relevant knowledge,
skills or technological expertise, and exemplary personal integrity and
reputation. Specifically, the Committee assesses all director nominees taking
into account several factors, including, but not limited to, issues such as the
current needs of the Board and the nominee's: (i) integrity, honesty, and
accountability; (ii) successful leadership experience and strong business
acumen; (iii) forward-looking, strategic focus; (iv) collegiality; (v)
independence and absence of conflicts of interests; and (vi) ability to devote
necessary time to meet director responsibilities. The Committee will ultimately
recommend nominees that it believes will enhance the Board's ability to oversee,
in an effective manner, the affairs and business of the Fund. The Committee will
consider and evaluate Stockholder-recommended candidates by applying the same
criteria used to evaluate director-recommended candidates. Currently, the
By-laws provide that the deadline for submitting a Stockholder proposal for
inclusion in the Fund's proxy statement and proxy for the Fund's 2009 annual
meeting of Stockholders pursuant to Rule 14a-8 promulgated under the Securities
Exchange Act of 1934, is October 31, 2008. Stockholders wishing to submit
proposals or director nominations that are not to be included in such proxy
statement and proxy must deliver notice to the Secretary at the principal
executive offices of the Fund no later than the close of business on February
14, 2009 nor earlier than the close of business on January 15, 2009.
Stockholders are also advised to review the Fund's By-laws, which contain
additional requirements with respect to advance notice of stockholder proposals
and director nominations.
During the calendar year ended December 31, 2007, the Nominating Committee
met and discussed the nomination of all directors for the 2007 Annual Meeting of
Stockholders. In 2008, the Committee met and discussed the nomination of all of
the Directors of the Fund for the 2008 Annual Meeting of Stockholders. Each
Nominee was recommended by the non-interested Directors.
REQUIRED VOTE
Directors are elected by a plurality (a simple majority of the votes cast
at the meeting) of the votes cast by the holders of shares of common stock of
the Fund present in person or represented by proxy at a meeting with a quorum
present. For purposes of the election of Directors, abstentions and broker
non-votes will be counted as shares present for quorum purposes, may be
considered votes cast, and may affect the plurality vote required for Directors.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR" THE
ELECTION OF MESSRS. RALPH W. BRADSHAW, THOMAS H. LENAGH, EDWIN MEESE III, SCOTT
B. ROGERS, ANDREW A. STRAUSS, AND GLENN W. WILCOX, SR. AS DIRECTORS OF THE FUND. |
| 2011-03-02 |
Thomas H. Lenagh Director; Audit, 2002 Independent Financial Advisor; 3 Director of Adams
(Nov. 1924) Nominating Director of Photonics Products Express Company,
and Corporate Group; Director/Trustee of Petroleum
Governance Cornerstone Strategic Value Fund, and Resources
Committee Inc. and Cornerstone Progressive Corporation, and
Member Return Fund PPGI Industries
The Fund has a standing Audit Committee (the "Committee"), which is comprised
of Messrs. Wilcox, Sr., Lenagh, Meese, Rogers and Strauss, all of whom are
directors who are not interested persons of the Fund, as such term is defined in
Section 2(a)(19) of the Investment Company Act. The Committee has a written
charter. The principal functions of the Audit Committee include but are not
limited to, (i) the oversight of the accounting and financial reporting
processes of the Fund and its internal control over financial reporting; (ii)
the oversight of the quality and integrity of the Fund's financial statements
and the independent audit thereof; and (iii) the approval, prior to the
engagement of, the Fund's independent registered public accounting firm and, in
connection therewith, to review and evaluate the qualifications, independence
and performance of the Fund's independent registered public accounting firm. The
Audit Committee convened four (4) times during the 2010 calendar year.
The following table provides information concerning the compensation paid during the year ended December 31, 2010, to each Director of the Fund in their capacities solely as a Director of the Fund. Thomas H. Lenagh 10000 45000 |