's board urged stockholders to vote against a shareholderproposal regarding proxy access, according to a definitive proxy statementfiled April 1.

The proponentsof the proposal own more than $2,000 and less than 5% of the company's commonstock. They said that proxy access is a "fundamental shareholder rightthat will make directors more accountable and contribute to increasedshareholder value."

The boardsaid the proposal should be rejected because it could cause disruption to thecompany's orderly annual election of directors, adding that shareholders arealready entitled to recommend director candidates.

Shareholdersof record at the close of business on Feb. 29 are entitled to vote at theannual meeting to be held May 14.