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Download Corporate Governance DocumentationProcess for Stockholder Communications with the Board of Directors
Download Corporate Governance DocumentationPolicy Regarding Stockholder Recommendations of Director Nominees
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 NOMINEES

The 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.