How Are Vacancies on the Board of Directors Filled?
In general, any vacancy in the board of directors is filled for the remainder of the term by the other directors from among qualified persons. A vacancy resulting from the removal of a director may generally be filled by the shareholders at the meeting at which the removal took place, otherwise, it can be done by the board of directors. If an opening is created following an increase in the number of directors, this opening is usually only filled by the shareholders at a special general meeting. Since the position was never occupied in the past, it is not deemed to be vacant and, therefore, the other directors are not entitled to fill it. In theory, an incomplete board of directors may have no authority to act. Consequently, it is often recommended that any vacancies in the composition of the board of directors be filled as soon as possible.
Yes, shareholders can communicate directly with the Board by writing to the Companys Secretary at the address listed below. The name of any specific intended Board recipient should be noted in the communication, including whether the communication is intended only for the Companys lead director or non-management directors. The Secretary will forward the communication only to the intended recipient unless he determines that it is of a commercial or frivolous nature or otherwise inappropriate for the intended Board recipients consideration.
This proxy statement is furnished in connection with the solicitation, on behalf of the board of directors of Ascent Media Group, Inc., a Delaware corporation (the Company ), of proxies to be used at the Company s annual meeting of stockholders, to be held at 9:30 a.m. Pacific Standard Time, on January 23, 2003, at The Fairmont Miramar Hotel Santa Monica, 101 Wilshire Boulevard, Santa Monica, California, and all adjournments of the meeting. The accompanying Notice of Meeting, this proxy statement and proxy are first being mailed to stockholders on or about December 18, 2002. A copy of the Company s Annual Report on Form 10-K for the year ended December 31, 2001, also accompanies these materials.
