BSX » Topics » How many votes are required to approve each proposal?
This excerpt taken from the BSX DEF 14A filed Mar 18, 2009.
How many votes are required to approve each proposal?
Under our by-laws, directors are elected by plurality vote. That means that for Proposal 1, the thirteen nominees for director named in this Proxy Statement receiving the most votes from those shares present or represented at the Annual Meeting will be elected as directors, subject to our Majority Voting policy described below. If you withhold authority for one or all nominees or abstain your vote will be counted for purposes of determining whether there is a quorum, but will not count for the nominee. Our Majority Voting policy requires any director who receives a greater number of votes withheld from his or her election than votes for his or her election to tender his or her resignation from the Board. The Board will then decide whether to accept the resignation (based on the recommendation of the Nominating and Governance Committee) within 90 days following certification of the stockholder vote, and will
disclose its determination and its reasoning either in a press release or an SEC filing.
For Proposal 2, the affirmative vote of a majority of shares participating in the voting is required to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2009. You may vote for, against or abstain. If you abstain, it will cause your vote to be counted for the purpose of determining whether a quorum is present for conducting the Annual Meeting, but your vote will otherwise have the same effect as a vote against.
At present, the Board knows of no matters other than these to be presented for stockholder action at the Annual Meeting.
"How many votes are required to approve each proposal?" elsewhere: