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Blackhawk Network Holdings asks shareholders to vote for board declassification

Blackhawk NetworkHoldings Inc. asked its shareholders to vote for the approval of itsamended and restated certificate of incorporation to declassify the board duringits annual meeting of stockholders, according to a preliminary proxy statement filedApril 11.

The annual meeting of stockholders will be held June 10.

The company's board is currently classified into three classes,with one class to be elected by the stockholders each year for a three-year term.The board cited increasing demand in the stockholder community for annual electionof directors to promote board accountability and said it concluded that declassificationof the board is in the best interests of the company's stockholders.

Upon approval of the proposed amended certificate of incorporation,the company will transition to a declassified structure under which the entire boardwill stand for election annually starting in 2017. As part of the transition, theclass I directors, serving a term expiring in 2017; class II directors, servinga term expiring in 2018; and the class III nominees being elected at this annualmeeting will tender their resignations from the board effective immediately priorto the 2017 annual meeting of stockholders. The terms of all incumbent directorswill terminate at the 2017 annual meeting of stockholders, and all directors willbegin standing for annual election from the 2017 annual meeting.

The affirmative vote of the holders of at least 75% of the outstandingvoting stock of the company is required for approval of the proposal.