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This excerpt taken from the BBBY 8-K filed Jul 1, 2009. Section 13. Voting. Unless otherwise provided by statute or by the
Certificate of Incorporation, the vote required for (i) the election of
directors by the shareholders shall be the affirmative vote of a “majority of
votes cast” (as defined below), unless the election is contested, in which case
directors shall be elected by a plurality of votes cast. An election shall be contested if, as of the
record date (or such later date as may be determined by the Board of Directors
based on events occurring after the record date, but in no event later than the
date the Corporation files with the Securities and Exchange Commission its
definitive proxy statement or any supplement or revision thereto regarding the
election of directors), the number of nominees exceeds the number of directors
to be elected. A “majority of votes
cast” means that the number of shares properly voted “for” a director
exceeds the number of votes “withheld” or cast “against” that director at a
meeting of shareholders, whether in person or by proxy, and abstentions and
broker non-votes shall not constitute votes cast or votes withheld, and (ii) all
other corporate action shall be the affirmative vote of a majority of the votes properly cast at a
meeting of shareholders, whether in person or by proxy. All voting for the election of directors
shall be by ballot.
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