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Hill-Rom Announces Corporate Governance Enhancements
Date:10/6/2009

BATESVILLE, Ind., Oct. 6 /PRNewswire-FirstCall/ -- Hill-Rom Holdings, Inc. (NYSE: HRC) today announced that its Board of Directors has unanimously approved enhancements to the Company's corporate governance policies. The enhancements include:

  • Implementation of majority voting in uncontested elections. The Board has amended the Company's Corporate Governance Standards to provide for a majority voting standard for the election of directors in uncontested elections. Under the new standard, any nominee for director who receives a greater number of votes 'withheld' from his or her election than votes 'for' such election shall promptly tender his or her resignation. The Board is required to accept the resignation unless it determines that accepting such resignation would not be in the best interests of the Company and its shareholders.
  • Elimination of classified Board. The Board approved amendments to the Company's Articles of Incorporation to eliminate its classified Board over several years. The amendments will be submitted to shareholders for approval at the Company's 2010 annual meeting of shareholders. If approved by shareholders, beginning at the 2011 annual meeting, classes of directors whose terms expire at the annual meeting will be elected for one-year terms. This will result in the entire Board being elected annually for one-year terms beginning at the 2013 annual meeting of shareholders.
  • Elimination of Supermajority Voting Provisions in Articles of Incorporation. The Board has approved amendments to the Company's Articles of Incorporation to eliminate supermajority shareholder voting provisions and directed that the amendments be submitted to shareholders for approval at the Company's 2010 annual meeting of shareholders. Currently, the Ar
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SOURCE Hill-Rom Holdings, Inc.
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