PROCESS FOR
STOCKHOLDER COMMUNICATIONS WITH THE BOARD OF DIRECTORS Stockholders of BioTelemetry, Inc. ("BioTelemetry") wishing to communicate
with BioTelemetry's Board of Directors (the "Board") or an individual
director may send a written communication to the Board or such director c/o
BioTelemetry, Inc., 1010 2nd Avenue, Suite 700, San Diego, CA 92101, Attn: Secretary.
Each communication must set forth:
- the name and address of the BioTelemetry stockholder on whose behalf the
communication is sent; and
- the number of BioTelemetry shares that are owned beneficially by such stockholder
as of the date of the communication.
Each communication will be reviewed by BioTelemetry's Secretary to determine whether
it is appropriate for presentation to the Board or such director. Examples of
inappropriate communications include advertisements, solicitations or hostile
communications.
Communications determined by the Secretary to be appropriate for presentation
to the Board or such director will be submitted to the Board or such director
on a periodic basis.
POLICY REGARDING
STOCKHOLDER RECOMMENDATIONS OF DIRECTOR NOMINEESThe Compensation, Nominating and Corporate Governance Committee (the "Committee")
of the Board of Directors (the "Board") of BioTelemetry,
Inc. ("BioTelemetry") will consider director candidates
recommended by BioTelemetry stockholders. The Committee does not intend to alter
the manner in which it evaluates a candidate for nomination to the Board based
on whether or not the candidate was recommended by a BioTelemetry stockholder.
Stockholders who wish to recommend individuals for consideration by the Committee
to become nominees for election to the Board at an annual meeting of stockholders
must do so by delivering no later than the close of business on the 90th day
nor earlier than the close of business on the 120th day prior to the first anniversary
of the preceding year's annual meeting (or in the case of the Company's 2009
Annual Meeting of Stockholders, on or before January 30, 2009) a written recommendation
to the Committee c/o BioTelemetry, Inc., 1010 2nd Avenue, Suite 700, San Diego,
CA 92101, Attn: Secretary. Each submission must set forth:
- the name and address of the BioTelemetry stockholder on whose behalf the
submission is made;
- the number of BioTelemetry shares that are owned beneficially by such stockholder
as of the date of the submission;
- the full name of the proposed candidate;
- a description of the proposed candidate's business experience for at
least the previous five years;
- complete biographical information for the proposed candidate; and
- a description of the proposed candidate's qualifications as a director.
Each submission must be accompanied by the written consent of the proposed candidate
to be named as a nominee and to serve as a director if elected.
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