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Preliminary Report of Special Board Meeting 8 December 2010

[Formal Minutes are still to be approved by the ICANN Board]

Note: This has not been approved by the Board and does not constitute minutes but does provide a preliminary attempt setting forth the unapproved reporting of the resolutions from that meeting. Details on voting and abstentions will be provided in the Board's Minutes, when approved by the board at a future meeting.

A Special Meeting of the ICANN Board of Directors was held in Cartagena, Colombia at 7:30 pm local time. Vice Chairman Dennis Jennings promptly called the meeting to order.

In addition to Vice Chair Dennis Jennings the following Directors participated in all or part of the meeting: Harald Tveit Alvestrand, Steve Crocker, Gonzalo Navarro, Rita Rodin Johnston, Raymond A. Plzak, Rajasekhar Ramaraj, George Sadowsky, Mike Silber, Jean-Jacques Subrenat, Bruce Tonkin, Katim Touray, and Kuo-Wei Wu.

The following Board Liaisons participated in all or part of the meeting: Ram Mohan, SSAC Liaison; Thomas Narten, IETF Liaison; Jonne Soininen, TLG Liaison; Vanda Scartezini, ALAC Liaison; and Suzanne Woolf, RSSAC Liaison.

The following Directors and Liaisons were not in attendance: Rod Beckstrom (CEO and President); Peter Dengate Thrush (Chairman); and Heather Dryden, GAC Liaison

This is a preliminary report of the approved resolutions resulting from the Special Meeting of the ICANN Board of Directors, which took place on 8 December 2010.

  1. Waiver of Meeting Notice

    The Vice Chair called for a waiver of formal notice of the meeting addressing Compensation issues prior to calling the meeting to order. The Board took the following action:

    RESOLVED, (2010.12.08.01) the Board hereby waives the notice for the meeting.

    All Board members present unanimously approved of this Resolution.

  2. At-Risk Component of President and CEO Compensation

    The Board discussed a recommendation of the Compensation Committee regarding the At-Risk component of the President and CEO’s compensation. The Board then took the following action:

    Whereas, the Compensation Committee recommended that the Board approve a proportion of the at-risk component for the President and CEO for the period 1 July 2009 to 30 June 2010.

    Resolved (2010.12.08.02), the Board approves the proportion of the at-risk component of the CEO's compensation for the period 1 July 2009 to 30 June 2010 proposed by the Compensation Committee.

    Twelve members of the Board voted in favor of the resolution. One member of the Board abstained from voting on the resolution. Two members of the Board were unavailable to vote on the resolution. The resolution carried.

  3. At-Risk Component of Ombudsman Compensation:

    The Board discussed a recommendation of the Compensation Committee regarding the At-Risk component of the Ombudsman’s compensation. The Board then took the following action:

    Whereas, the Compensation Committee recommended that the Board approve a proportion of the at-risk component for the Ombudsman for the period 1 July 2009 to 30 June 2010.

    Resolved (2010.12.08.03), the Board approves the proportion of the at-risk component of the Ombudsman's compensation for the period 1 July 2009 to 30 June 2010 proposed by the Compensation Committee.

    Eight members of the Board voted in favor of the resolution. Three members of the Board were opposed to the resolution. Four members of the Board were unavailable to vote on the resolution. The resolution carried.