This excerpt taken from the ATVI DEF 14A filed Jul 28, 2006.
The Board of Directors recommends that the stockholders vote AGAINST the stockholder proposal for the following reasons:
The Company's Board of Directors opposes this proposal. In the selection of candidates for Board membership, the Board seeks to select and recommend the best qualified persons based on their individual talents, experience and abilities without regard to race, religion, national origin or gender. In the Board's judgment, providing reports or establishing formalistic procedures and arbitrary deadlines would not enhance the current Board selection process and would therefore not serve stockholder interests.
The affirmative vote of a majority of the votes cast at the Annual Meeting is required for approval of Proposal 3.