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AKS » Topics » Q. What is a quorum and why is it important?

This excerpt taken from the AKS DEF 14A filed Apr 17, 2008.

Q. What is a quorum and why is it important?

 

A. In the context of the annual meeting, a quorum is the presence at the meeting, either in person or by proxy, of stockholders holding the minimum number of shares of the Company’s stock necessary to make the proceedings of that meeting valid under the Company’s bylaws and applicable law. More specifically, the presence of stockholders, in person or represented by proxy, holding a majority of the Company’s outstanding shares constitutes a quorum. If you submit a properly executed proxy, then your shares will be considered part of the quorum. As of April 1, 2008, there were 111,990,458 issued and outstanding shares of the Company’s common stock, which is the only class of stock outstanding.

 

Q. How many votes are needed for the proposals to pass?

 

A. Election of Directors. The affirmative vote of the holders of a plurality of the shares present in person or represented by proxy at the annual meeting is required for election as a director.

Ratification of Independent Registered Accounting Firm. The affirmative vote of the holders of a majority of the votes cast on the issue is required for ratification of the appointment of the independent registered public accounting firm.

 

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Re-approval of the performance goals for the Annual Management Incentive Plan. The affirmative vote of the holders of a majority of the votes cast on the issue is required for approval of the Annual Management Incentive Plan.

 

Q. What constitutes a “majority of the votes cast” in the context of a vote of the shareholders?

 

A. A majority means the number of shares voted “for” a proposal must exceed the number of shares voted “against” that proposal. Under this standard, abstentions and broker non-votes do not affect the results of the vote.

 

Q. What constitutes a “plurality” in the context of a vote of the shareholders?

 

A. A plurality means having the most votes, even if it is less than half the votes cast.

 

Q. What happens if I return my proxy card but do not mark how I want my votes to be cast?

 

A. If you timely return a signed and dated proxy card, but do not mark how your shares are to be voted, those shares will be voted by the Proxy Committee as recommended by the Board of Directors.

 

Q. What is the recommendation of the Board of Directors with respect to the election of directors?

 

A. The Board of Directors recommends a vote FOR the election of each of the nominee directors.

 

Q. What is the recommendation of the Board of Directors with respect to the ratification of the appointment of the independent registered public accounting firm?

 

A. The Board of Directors recommends a vote FOR the ratification of the appointment of the independent registered public accounting firm.

 

Q. What is the recommendation of the Board of Directors with respect to the re-approval of the performance goals for the Annual Management Incentive Plan?

 

A. The Board of Directors recommends a vote FOR the re-approval of the performance goals for the Annual Management Incentive Plan.

 

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