How are directors currently elected to staggered terms?
The Articles currently provide for the Board of Directors to consist of between nine and thirteen directors, as specified by the Board. Nine directors must be employees of CH2M HILL, and any additional directors (“outside directors”) cannot be employees. The Board currently consists of 11 directors: 9 employee directors and two outside directors. The Bylaws (but not the Articles) currently provide for the Board to be divided into three classes. Three directors are in one class and four directors are in each of the other two classes. At each annual meeting of shareholders the term of office of one class expires and directors for that class are elected for a three-year term. See “Proposal 1. Election of Directors” for information regarding nominees for election at the Annual Meeting and directors who will continue in office after the Annual Meeting. Does the proposed amendment in any way change the number of employee directors or outside directors or the way in which they are nominated a
