Wednesday 4 March 2015

Randy Pearce Named Ascena’s Lead Independent Director

Randy Pearce, the retired president of Regis Corp., has been appointed to the new post of lead independent director of Ascena Retail Group Inc. Pearce has been an Ascena director since 2005 and, in addition to serving on its compensation committee, chairs its audit committee. As lead independent director, he will preside at executive sessions of the independent directors and serve as a liaison between the independent directors and Elliot Jaffe, chairman, and between those directors and senior management. In addition, the board amended its bylaws in support of a majority standard for uncontested director elections. A director who fails to receive at least a majority of the votes cast will be required to submit his or her resignation to the board, which would then decide whether or not to accept it. Ascena’s directors adopted a set of corporate governance guidelines that pertain to the new lead independent director role and restrict hedging and pledging transactions by directors and corporate officers. The responsibilities of the company’s nominating committee have been been expanded to include corporate governance matters and has been renamed the nominating and corporate governance committee. In addition to his directorship at Ascena, Pearce is director and chairman of the audit committee of Appliance

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