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This excerpt taken from the ATVI DEF 14A filed Apr 22, 2009. Required Votes In the election of directors (proposal 1), you may vote "for" all nominees as a group, withhold your vote with respect to all nominees as a group or expressly withhold your vote with respect to one or more nominees. You may vote "for" or "against," or "abstain" from voting with respect to, the amendment to the Activision Blizzard, Inc. 2008 Incentive Plan (proposal 2). Election of any nominee as a director and approval of proposal 2 each requires the affirmative vote of a majority in interest of the stockholders present in person or represented by proxy and entitled to vote at the Annual Meeting. Accordingly, shares not present will not have any effect on the voting outcome with respect to the election of directors or proposal 2. Shares present but not voted (either because of an express abstention, withheld vote or broker non-vote or because such vote is not otherwise cast) will have the same effect as a vote withheld with respect to a director nominee and a vote "against" proposal 2. Because the election of directors (proposal 1) is a "routine" proposal, if you hold your shares in "street name" and do not give your broker, bank or other nominee instructions as to how to vote your shares with respect to that proposal, your broker, bank or other nominee will have discretionary authority to vote your shares under applicable rules. As approval of the amendment to our incentive plan is a "non-routine" proposal, if you hold your shares in street name and do not give your broker, bank or other nominee instructions as to how to vote your shares with respect to that proposal, your broker, bank or other nominee may not have authority to vote your shares, resulting in a broker non-vote with respect to such proposal. This excerpt taken from the ATVI DEF 14A filed Jul 29, 2008. Required Votes In the election of directors (Proposal 1), you may either vote "for" all nominees as a group, withhold your vote with respect to all nominees as a group or expressly withhold your vote with respect to any nominee. Election of any nominee as a director, approval of the Activision Blizzard, Inc. 2008 Incentive Plan (the "2008 Plan") (Proposal 2) and adoption of stockholder proposals (Proposals 3 and 4) each require the affirmative vote of a majority of the shares present in person or represented by proxy at the Annual Meeting. Accordingly, shares not present will have no effect on the voting outcome with respect to the election of directors or proposals 2 through 4. Shares present but not voted (either because of an express abstention, withheld vote or broker non-vote or because such vote is not cast) will have the same effect as a vote against a director nominee or proposals 2 through 4, as the case may be. Because the election of directors (Proposal 1) is a "routine" proposal, if you hold your shares in "street name" and do not give your broker or other nominee instructions as to how to vote your shares with respect to this proposal, your broker or other nominee will have discretionary authority to vote your shares under applicable rules. Because approval of the 2008 Plan (Proposal 2) and each of the stockholder proposals (Proposals 3 and 4) are "non-routine" proposals, if you hold your shares in "street name" and do not give your broker or other nominee instructions as to how to vote your shares with respect to any of these proposals, under applicable rules your broker or other nominee will not have discretionary authority to vote your shares, in which case such shares will be considered a broker non-vote with respect to such proposal. This excerpt taken from the ATVI DEF 14A filed Jul 30, 2007. Required Votes In the election of directors (Proposal 1), you may either vote "for" each nominee or expressly withhold your vote with respect to a nominee. The directors are elected by a plurality of the votes cast at the Annual Meeting, which means the eight director nominees receiving the highest number of votes will be elected. Accordingly, shares not present and shares present but not voted (because such vote is expressly withheld or is simply not cast) will have no effect on the voting outcome with respect to the election of directors. Approval of the Activision, Inc. 2007 Incentive Plan (the "2007 Plan") (Proposal 2), ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent registered accounting firm for the Company's current fiscal year (Proposal 3) and adoption of each Stockholder proposal (Proposals 4 and 5) require the affirmative vote of a majority of the votes cast on the proposal at the Annual Meeting. Accordingly, shares not present and shares present but not voted (because of an express abstention or broker non-vote or because such vote is simply not cast) will have no effect on the voting outcome with respect to these proposals. Because the election of directors (Proposal 1) and the ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent registered accounting firm for the 1 Company's current fiscal year (Proposal 3) are each a routine proposal, if you hold your shares in "street name" and do not give your broker or nominee instructions as to how to vote your shares with respect to this proposal, your broker or nominee will have discretionary authority to vote your shares under applicable rules. Because approval of the 2007 Plan (Proposal 2) and each of the Stockholder proposals (Proposals 4 and 5) are non-routine proposals, if you hold your shares in "street name" and do not give your broker or nominee instructions as to how to vote your shares with respect to any of these three proposals, under applicable rules your broker or nominee will not have discretionary authority to vote your shares, in which case such shares will be considered a broker non-vote with respect to such proposal. This excerpt taken from the ATVI DEF 14A filed Feb 23, 2005. REQUIRED VOTESThe affirmative vote of a majority of the outstanding shares of Common Stock of the Company is required for approval of the proposed amendment to the Companys Amended and Restated Certificate of Incorporation, as amended, to increase the number of shares of authorized Common Stock (the Proposal). Abstentions will have the effect of a vote AGAINST. Broker non-votes will not be counted either for or against this proposal to determine if it is approved. A broker non-vote occurs when a nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to that item and has not received instructions from the beneficial owner. In the event that sufficient votes in favor of the proposal are not received by the date of the Special Meeting, the Chairman of the Special Meeting may propose one or more adjournments of the Special Meeting to permit further solicitations of proxies. Any such adjournment will require the affirmative vote of the holders of a majority of the shares in person or by proxy at the Special Meeting. | EXCERPTS ON THIS PAGE:
RELATED TOPICS for ATVI: |
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