Bankrate is listed on the Nasdaq Stock Market under the symbol RATE.
How long has Bankrate been in business?
Bankrate was created more than 25 years ago. The company began as a print publisher of the newsletter "Bank Rate Monitor", providing consumers with a free, detailed list of lenders by market, including relevant details to help consumers compare loan products. Since the online debut of Bankrate.com in 1996, Bankrate continues to enhance its offerings, providing consumers with features such as financial calculators, rate alerts and e-mail newsletters allowing users to interact with our site.
When did Bankrate go public and at what price?
Bankrate went public on May 13, 1999 at an opening price of $13 per share.
How does Bankrate generate revenue?
Historically, Bankrate generates revenue by selling graphic and hyperlink advertising on its Web sites, by selling newsletter subscriptions, selling advertising in print publications and by licensing the company's data, intellectual property and editorial content.
What is the difference between graphic and hyperlink advertising?
Graphic ads are the typical badges, buttons and banners seen on many Internet sites advertising products or services. Hyperlink ads on Bankrate are purchased by financial institutions and link an advertised rate for a specific financial product, such as the rate on a 30-year-fixed mortgage, and bring the consumer directly to the Web site of the institution offering the rate.
When are earnings calls held?
Quarterly earnings calls are held in February, May, July and October (the month after each calendar quarter). Individuals interested in listening to the call may dial-in using an 800 number or listen to the Webcast online. A link to the Webcast is posted on our site after the call.
When is the annual meeting of stockholders?
June 20, 2007, 9 a.m.
The Embassy Suites Hotel
4350 PGA Boulevard
Palm Beach Gardens, Florida 33410
To whom should questions regarding stock certificates be directed?
Stock certificate questions should be directed to:
Robert J. DeFranco
Senior Vice President, Finance and Chief Executive Officer
(561) 630-1230 bdefranco@bankrate.com
How do I submit a stockholder proposal or nominate someone for the board?
Rules of the SEC require that any proposal by a shareholder for consideration at the 2008 Annual Meeting of Shareholders must be received by us no later than February 21, 2007, if it is to be eligible for inclusion in the proxy materials for its 2008 Annual Meeting of the Shareholders. Under these rules, we are not required to include shareholder proposals in our proxy materials unless certain other conditions specified in such rules are met.
In order for a shareholder to bring any other business or director nominations before an Annual Meeting of Shareholders, the shareholder must comply with certain conditions set forth in Article II, Sections 16 and 17, of our Amended and Restated Bylaw, including delivery of notice to us in sufficient time prior to the Annual Meeting of Shareholders. Shareholder proposals for the 2008 Annual Meeting of Shareholders that are not intended to be included in the Proxy Statement for that meeting must be received by April 21, 2008, or the Board of Directors can vote the proxies in its discretion on the proposal.
The Board of Directors does not have a standing nominating committee or a charter with respect to the process for nominating directors for election to our Board of Directors. The Board of Directors determined that it is appropriate and in our best interests to have all independent directors evaluate all Board of Director nominees rather than have a separate designated committee. Our Board of Directors adopted a resolution establishing nominating procedures. Under our nominating procedures, members of our Board of Directors submit nominees for election to our independent directors of our Board of Directors for their consideration.
Our Bylaws provide that a shareholder may submit a nomination for election to our Board of Directors by written notice. The notice must be delivered to or mailed and received at our principal executive offices not less than sixty (60) days prior to an Annual or Special Meeting of the shareholder; provided, however, that if shareholders are provided with fewer than seventy (70) days notice of such meeting, the shareholder's notice will be timely if we receive it no later than the close of business on the tenth (10th) day following the earlier of the day on which notice of the meeting was mailed or the date on which public disclosure of the meeting was made.
The Shareholder's notice must set forth, as to each person that the shareholder proposes to nominate for election (or re-election) as a director:
The proposed nominee's name, age business address and residence address;
The proposed nominee's principal occupation or employment;
The class and number of shares of our Common Stock beneficially owned by the proposed nominee; and
Any other information relating to the proposed nominee that is required to be disclosed in solicitations for proxies for election of directors pursuant to Schedule 14A under the Exchange Act.
The shareholder's notice to us must also set forth, as to the shareholder giving notice:
The shareholder's name and address, as they appear on our books; and
The class and number of shares of Common Stock beneficially owned by the shareholder on the date of such notice.
How do I contact members of the Board of Directors?
Every effort is made to ensure that the Board of Directors or individual directors, as applicable, hear the views of shareholders and that appropriate responses are provided to shareholders in a timely manner. Any matter intended for the Board of Directors, or for any individual member or members of the Board of Directors, should be directed to Edward J. DiMaria, our Senior Vice President-Chief Financial Officer, with a request to forward the matter to the intended recipient. All such communications will be forwarded unopened.
Are most of Bankrate's Directors independent?
Yes. The Board of Directors has determined that every Director with the exceptions of Mr. Morse, our Chairman, and Mr. Evans, our President and Chief Executive Officer, is independent under Nasdaq Global Select Market Listing Standards.
Do the independent Directors meet in executive sessions, without any members of Bankrate management present?
Executive sessions, or meetings of independent Directors without management, are held regularly (at least twice a year). The Board can also hold an executive session in conjunction with any regular board meeting.
Are the roles of Chairman and CEO split or combined?
To strengthen Bankrate's corporate governance and best serve stockholder interests, Bankrate has separate Chairman and CEO positions.
How many Directors are on Bankrate's board and how long is the term of each Director?
Our Board of Directors currently has 6 members. The Board is divided into three classes, each of whose members serve for staggered three-year terms. At each annual meeting of stockholders, a class of Directors is elected for a three-year term to succeed the Directors of the same class whose terms are then expiring.
Class
Directors
Term Expires
I
Messrs. O'Block and Poliner
2009 annual meeting of stockholders
II
Messrs. Evans and Pinola
2007 annual meeting of stockholders
III
Messrs. Martin and Morse
2008 annual meeting of stockholders
How can I contact Bankrate Investor Relations?
All investor relations inquiries should be directed to:
Bruce J. Zanca
SVP, Chief Marketing and Communications Officer
(917) 368-8648 bzanca@bankrate.com
OR
Shareholder
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