ENTRAVISION COMMUNICATIONS CORPORATION

POLICY REGARDING STOCKHOLDER NOMINATIONS FOR DIRECTOR

This Policy has been established by the Nominating/Corporate Governance Committee (the "Committee") of the Board of Directors (the "Board") of Entravision Communications Corporation (the "Company"). This Policy describes: (i) the Committee's general policy on considering candidates recommended by stockholders; (ii) criteria used by the Committee in evaluating candidates for the Board; and (iii) the process used by the Committee in identifying, reviewing, and recommending such candidates. This Policy supplements the Company's Bylaws (the "Bylaws"), Corporate Governance Guidelines and Committee charter.

It is the Committee's policy to consider director candidates recommended by the Company's stockholders. It is further the Committee's policy to apply the same criteria in reviewing candidates proposed by stockholders as it employs in reviewing candidates proposed by any other source.

The Committee has the responsibility to identify appropriate candidates to serve as directors of the Company, interviews director candidates and makes recommendations to the Board regarding candidate selection. In considering candidates to serve as directors, the Committee evaluates various minimum individual qualifications, including character, relevant technical skills or financial acumen, industry knowledge and diversity, taking into account and complying with all rules of the NYSE and applicable laws with respect to these criteria. The Committee also considers the extent to which the candidate would fill a present need on the Board and additional factors which may provide a range of experiences, skills and perspective to the Board.

The process for reviewing Director candidates proposed by stockholders, which is set forth below, is designed to enable the Committee to review such candidates on an equal basis with the candidates that the Committee identifies from other sources. The Committee's process for evaluating stockholder nominations shall not differ from the process used for considering other director nominees. A nominating stockholder must give appropriate notice to the Company of the nomination in accordance with the procedures set forth in the Bylaws. The stockholders' notice must be accompanied by a written consent of the proposed nominee to be named as a director, and shall set forth, as to:

  • each person whom the stockholder proposes to nominate for election as a director:
    • the name, age, business address and residence address of such person;
    • the principal occupation or employment of the person;
    • the class and number of shares of the Company which are beneficially owned by such person, if any; and
    • any other information relating to such person which is required to be disclosed in solicitations for proxies for election of directors pursuant to Regulation 14A under the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), and the rules thereunder; and
  • the stockholder giving the notice:
    • the name and record address of the stockholder and the class and number of shares of the Company which are beneficially owned by the stockholder;
    • a description of all agreements, arrangements or understandings between such stockholder and each proposed nominee and any other person or persons (including their names) pursuant to which nomination(s) are to be made by such stockholder;
    • a representation that such stockholder intends to appear in person or by proxy at the annual meeting to nominate the persons named in its notice; and
    • any other information relating to such person which is required to be disclosed in solicitations for proxies for election of directors pursuant to Regulation 14A under the Exchange Act, and the rules thereunder.

Adopted: April 12, 2024

Attachments

  • Original Link
  • Original Document
  • Permalink

Disclaimer

Entravision Communications Corporation published this content on 17 April 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 13 May 2024 15:42:07 UTC.