This excerpt taken from the BOFI DEF 14A filed Oct 23, 2007.
Required Vote and Board of Directors Recommendation
Approval of Item 2 requires the affirmative vote of a majority of the shares present or represented by proxy and entitled to vote at the annual meeting. Abstentions will be counted toward the tabulation of votes cast on the proposal and will have the same effect as Against votes. Broker non-votes will have no effect on the outcome of the vote.
The Board of Directors believes that approval of Item 2 is in our best interests and the best interests of our stockholders for the reasons stated above.