This excerpt taken from the ALL DEF 14A filed Mar 27, 2006.
Majority Votes in Director Elections Policy
In February 2006, the Board adopted the Majority Votes in Director Elections Policy in recognition of the current best governance practices relating to the issue of director elections.
The Board believes the Policy enhances its accountability to shareholders by formalizing the consequences of the situation wherein a director nominee receives a greater number of votes "withheld" from his or her election than are voted "for" his or her election in any uncontested election of directors.
The Policy, which is attached to this proxy statement as Appendix A, is discussed in detail in the Board's response to Item 5 beginning on page 29 below.