Best Buy 2009 Annual Report Download - page 17

ITEM OF BUSINESS NO. 1 — ELECTION OF DIRECTORS
• We have separated the roles of Chairman of the
General Information
Board and CEO. Our Chairman focuses on
Our Amended and Restated By-laws provide that the Board oversight responsibilities, strategic
Board may consist of a maximum of 13 directors, six of planning and mentoring company officers. Our
whom are designated as Class 1 directors and seven of Chairman also periodically represents Best Buy at
whom are designated as Class 2 directors. Directors are public functions and actively engages with
elected for a term of two years, and the terms are employees at designated company functions. Our
staggered so that Class 1 directors are elected in CEO focuses on the development and execution
even-numbered years and Class 2 directors are elected of company strategies.
in odd-numbered years.
• Our Board is very active. Our directors attended,
on average, over 95% of fiscal 2009 Board and
Board Structure
Board committee meetings.
Our Board is committed to having a sound governance
We believe our Board structure serves the interests of
structure that promotes the best interests of all Best Buy
shareholders by balancing Board continuity and the
shareholders. To that end, our Board has evaluated and
promotion of long-term thinking with the need for
actively continues to examine emerging corporate
director accountability.
governance trends and best practices. Shareholder
perspectives play an important role in that process. The
Voting Information
level of importance afforded to shareholder perspectives
by our Board is evident upon a closer review of the You may vote for all, some or none of the nominees to
Board’s governance structure. Some key points be elected to the Board. However, you may not vote for
regarding that structure are as follows: more individuals than the number nominated. Each of
the nominees has agreed to continue serving as a
• We believe that two-year terms allow our
director if elected. However, if any nominee becomes
directors to have a longer-term orientation to our
unwilling or unable to serve and the Board elects to fill
business and encourage long-term, strategic
the vacancy, the Proxy Agents named in the proxy will
thinking. At the same time, this structure holds
vote for an alternative person nominated by the Board.
the directors accountable to our shareholders, as
Our Amended and Restated Articles of Incorporation
the entire Board is subject to re-election as early
prohibit cumulative voting, which means you can vote
as 53 weeks from any regular meeting of
only once for any nominee. The affirmative vote of a
shareholders. Moreover, we believe that the
majority of the voting power of the shares present and
two-year terms promote continuity and foster an
entitled to vote at the Meeting is required to elect each
appropriate ‘‘institutional memory’’ among
director nominee.
directors.
IF YOU RETURN A PROXY CARD THAT IS PROPERLY
• Our Board is predominantly independent. Of our
SIGNED BUT YOU HAVE NOT MARKED YOUR VOTE,
13 directors, only three are Best Buy employees
THAT PROXY WILL BE VOTED TO ELECT ALL OF THE
(including our Chairman of the Board, who is a
NOMINEES.
founder of Best Buy and a major shareholder).
Further, the Board has affirmatively determined
Board Voting Recommendation
that nine of our 13 directors are independent
under SEC and NYSE corporate governance Management and the Board recommend that
rules, as applicable. shareholders vote FOR the re-election of Ronald James,
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