PROPOSAL NO. 1 — ELECTION OF DIRECTORS
The information set forth under the heading “Proposal No. 1 — Election of Directors” in the Proxy Statement is amended and restated to read in its entirety as set forth below.
Our Board currently consists of six directors, divided into three classes as follows:
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Class I Directors: Timothy B. Page and Gary M. Sawka, whose current terms will expire at this Annual Meeting;
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Class II Directors: Kathryn G. Jackson and Andrew S. Ogawa, whose current terms will expire at the 2021 Annual Meeting of Stockholders; and
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Class III Directors: David G. Remington and John H. Williford, whose current terms will expire at the 2022 Annual Meeting of Stockholders.
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On June 15, 2020, the Company announced that it was terminating the previously announced strategic review process, and that the Company intended to implement certain strategic and other changes to its business, including the sale of its rail and logistics businesses, certain management changes and the initiation of future cash dividends. In connection with the management changes, on June 12, 2020, the Board decided to terminate Victor M. Garcia as President and Chief Executive Officer of the Company, effective immediately. On June 14, 2020, Mr. Garcia resigned from the Board.
On June 12, 2020, the Board promoted Timothy B. Page to Executive Vice President, and Interim President and Chief Executive Officer of the Company, and on June 14, 2020, following the resignation of Mr. Garcia from the Board, the Board appointed Mr. Page to the Board as a Class I director, each effective immediately. Mr. Page will continue to perform his duties as Chief Financial Officer of the Company in connection with this new role.
Timothy B. Page and Gary M. Sawka have been nominated by the Board, upon recommendation of our Nominating and Corporate Governance Committee, for election as Class I directors at the Annual Meeting, to serve until the 2023 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified, or until the death, resignation or removal of such director. Victor M. Garcia is not being re-nominated to the Board as a result of this separation from the Company.
Proxies will be voted in favor of Messrs. Page and Sawka unless the stockholder indicates otherwise on the proxy. Messrs. Page and Sawka have each consented to being named as nominees in this proxy statement and have agreed to serve if elected. The Board expects that each of the nominees will be able to serve, but if either nominee becomes unable to serve at the time the election occurs, proxies will be voted for another nominee designated by the Board unless the Board chooses to reduce the number of directors serving on the Board.
There are no arrangements or understandings between any director or executive officer and any other person pursuant to which he is or was to be selected as a director or officer of CAI. There are no family relationships among our executive officers and directors.
Below sets forth information concerning each member of our Board:
Class I Directors Standing for Election
Timothy B. Page
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Director since 2020
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Mr. Page, age 67, has served as our Chief Financial Officer since May 2011, and also as our Executive Vice President, and Interim President and Chief Executive Officer since June 12, 2020. Mr. Page was appointed as a member of our Board on June 14, 2020. From 2008 to 2011, Mr. Page was Chief Financial Officer of Port Logistics Group, Inc., a logistics services company. From 2004 until 2008, Mr. Page was the Chief Financial Officer of Quality Distribution, Inc., a Nasdaq-listed bulk chemical transportation company, with over 100 locations in the U.S., Mexico and Canada. From 2001 to 2004, Mr. Page was the Chief Financial Officer of Perry Ellis International, Inc., a Nasdaq-listed global apparel company. Mr. Page holds a B.S. in Psychology from the University of Wisconsin-Milwaukee and an M.B.A. from the University of Wisconsin-Milwaukee.
Mr. Page has been selected as a director because as our Chief Financial Officer since 2011, and now as our Executive Vice President, and Interim President and Chief Executive Officer, he brings a unique insight on the
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