The Board of Directors of Conseco, Inc. voted to remove two of its directors. The action follows a recommendation by a Special Committee of the Board, chaired by outside director John M. Mutz, that persons who owe significant amounts under the company’s Directors’ and Officers’ Stock Purchase Plan should not continue to serve on the Board.
Under the Stock Purchase Plan, in place from 1997 to 1999, directors were able to purchase Conseco stock with debt guaranteed by the company. The Board had appointed the Special Committee in late summer and accepted the Committee’s report in September. Since then, Directors Ngaire E. Cuneo and James D. Massey resigned from the Board. (Former Conseco executive Donald F. Gongaware had resigned from the Board in August prior to the report of the Special Committee.)
Removed as directors by vote of the Board today were Dennis E. Murray, Sr., and David R. Decatur. Remaining on the Board in addition to Mutz are Lawrence M. Coss, Thomas M. Hagerty, David V. Harkins, M. Phil Hathaway, Robert S. Nickoloff, and Conseco Chairman and CEO Gary C. Wendt. Directors Coss, Hathaway and Mutz had participated in the Stock Purchase Plan, but had already repaid their indebtedness in full. As a result of those repayments and today’s Board action, none of the Company’s current directors has any outstanding obligations under the Stock Purchase Plan.
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