| THE
BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR"
EACH OF THE NOMINEES.
Number
 The
Board of Directors of TSYS consists of 16 members. As 18 board
seats have been authorized by TSYS’ shareholders, TSYS has two
directorships which remain vacant. These vacant directorships
could be filled in the future at the discretion of TSYS’ Board
of Directors. This discretionary power gives TSYS’ Board of
Directors the flexibility of appointing new directors in the
periods between TSYS’ Annual Meetings should suitable candidates
come to its attention. The Board is divided into three classes
whose terms are staggered so that the term of one class expires
at each Annual Meeting of Shareholders. The terms of office
of the Class I directors expire at the 2002 Annual Meeting,
the terms of office of the Class II directors expire at the
2000 Annual Meeting and the terms of office of the Class III
directors expire at the 2001 Annual Meeting. Proxies cannot
be voted at the 2000 Annual Meeting for a greater number of
persons than the number of nominees named.
Nominees
There
are five directors, James H. Blanchard, Richard Y. Bradley,
Gardiner W. Garrard, Jr., John P. Illges, III and W. Walter
Miller, Jr., who have been nominated to stand for reelection
as directors at the 2000 Annual Meeting for terms expiring in
2003. In addition, G. Wayne Clough has been nominated to stand
for election as a director for a term expiring in 2002 and Thomas
G. Cousins, Sidney E. Harris and Rebecca K. Yarbrough have been
nominated to stand for election as directors for terms expiring
in 2001. Messrs. Cousins, Harris and Clough and Mrs. Yarbrough
were each elected by TSYS’ Board to fill vacant Board seats
and are being submitted to TSYS’ shareholders as nominees for
the first time at the 2000 Annual Meeting.
The
Board believes that each director nominee will be able to stand
for election. If any nominee becomes unable to stand for election,
proxies in favor of that nominee will be voted in favor of the
remaining nominees and in favor of any substitute nominee named
by the Board. If you do not wish your shares voted for one or
more of the nominees, you may so indicate on the proxy.
Board
of Directors
Following
is the principal occupation, age and certain other information
for each director nominee and other directors serving unexpired
terms.
|
| (1) |
James
H. Blanchard was elected Chairman of the Executive Committee
of TSYS in February 1992. From 1982 until 1992, Mr.
Blanchard served as Chairman of the Board of TSYS. |
| (2) |
Richard
Y. Bradley formed Bradley & Hatcher in September 1995.
From 1991 until 1995, Mr. Bradley served as President
of Bickerstaff Clay Products Company, Inc. |
| (3) |
G.
Wayne Clough was elected as a director of TSYS in February
2000 by TSYS’ Board of Directors to fill a vacant Board
seat. |
| (4) |
Thomas
G. Cousins was elected as a director of TSYS in October
1999 by TSYS’ Board of Directors to fill a vacant Board
seat. |
| (5) |
Sidney
E. Harris was elected as a director of TSYS in December
1999 by TSYS’ Board of Directors to fill a vacant Board
seat. Mr. Harris was named dean of the J. Mack Robinson
College of Business at Georgia State University in July
1997. From 1991 until 1997, Mr. Harris served as dean
of the Drucker Graduate School. |
| (6) |
Mr.
Miller’s spouse is the niece of William B. Turner. |
| (7) |
Mr.
Nunn joined the law firm of King & Spalding in January
1997. From 1972 until 1997, Mr. Nunn represented the
State of Georgia in the United States Senate. |
| (8) |
Philip
W. Tomlinson was elected President of TSYS in February
1992. From 1982 until 1992, Mr. Tomlinson served as
Executive Vice President of TSYS. |
| (9) |
Richard
W. Ussery was elected Chairman of the Board of TSYS
in February 1992. From 1982 until 1992, Mr. Ussery served
as President of TSYS. |
| (10) |
Rebecca
K. Yarbrough was elected as a director of TSYS in October
1999 by TSYS’ Board of Directors to fill a vacant Board
seat. |
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