How are abstentions treated?
Staggered terms provide important benefits to CH2M HILL: • Assuring continuity and stability of CH2M HILL’s business strategies and policies. Because at least two Annual Meetings are required to elect a majority of the members of a Board under staggered terms, a majority of directors at any given time will have prior experience as directors of CH2M HILL. • If there were a hostile proxy contest such as might be undertaken by a third party seeking control of CH2M HILL, staggered terms, combined with requirements for removal of directors described further in Proposal 3 below, should give CH2M HILL time to negotiate with the hostile party, to consider alternative proposals, and to assure that shareholder value is maximized. CH2M HILL’s Board of Directors unanimously recommends that shareholders vote “for” approval of the proposed amendments to the Articles. Proposal 3. Amendment to Articles of Incorporation: Amend the Articles to increase the shareholder vote required to remove directors f
Change of Control Arrangements The Board of Directors authorized CH2MHILL to enter into Change of Control Agreements with certain Directors and Officers of CH2M HILL. The provisions of these agreements are described in the Compensation Committee Interlocks and Insider Participation section, page 17 of this Proxy Statement. Stock Performance Graph The following graph shows the total shareholder return on CH2M HILL’s common stock from September 7, 1999 (the date CH2M HILL’s registration with the Securities and Exchange Commission became effective) until December 31, 2000, for (i) CH2M HILL’s common stock, (ii) the Standard & Poor’s Composite – 500 Stock Index and (iii) the companies in the Environmental Financial Consulting Group’s engineering/consulting industry index. The graph assumes the investment of $100 in CH2M HILL common stock and in each of the indexes on September 7, 1999 and reinvestment of all dividends, if any. CH2M HILL does not currently anticipate paying any cash dividen
