EAT » Topics » What vote is required to approve each proposal?

This excerpt taken from the EAT DEF 14A filed Sep 15, 2009.

What vote is required to approve each proposal?

    Proposal 1: Elect Eight Directors

        The eight nominees for director who receive the most votes of all nominees for director will be elected. Votes withheld will therefore have no effect on the outcome of this proposal because only a plurality of votes actually cast is needed to elect a director.

    Proposal 2: Ratify Selection of Independent Auditors for the 2010 Fiscal Year

        The affirmative vote of a majority of the shares of common stock present or represented by proxy and voting at the meeting is required to approve this proposal. Abstentions are counted as votes cast and have the same effect as votes against the proposal. Broker non-votes have no effect on the outcome of the voting on this proposal.

This excerpt taken from the EAT DEF 14A filed Sep 11, 2008.

What vote is required to approve each proposal?

    Proposal 1: Elect Ten Directors  

        The ten nominees for director who receive the most votes of all nominees for director will be elected. Votes withheld will therefore have no effect on the outcome of this proposal because only a plurality of votes actually cast is needed to elect a director.

    Proposal 2: Ratify Selection of Independent Auditors for the 2009 Fiscal Year  

        The affirmative vote of a majority of the shares of common stock present or represented by proxy and voting at the meeting is required to approve this proposal. Abstentions are counted as votes cast and have the same effect as votes against the proposal. Broker non-votes have no effect on the outcome of the voting on this proposal.

    Proposal 3: Amend the Company's Stock Option and Incentive Plan  

        The affirmative vote of a majority of the shares of common stock present or represented by proxy and voting at the meeting is required to approve this proposal. Abstentions are counted as votes cast and have the same effect as votes against the proposal. Broker non-votes have no effect on the outcome of the voting on this proposal.

3


    Proposal 4: Act on Shareholder Proposal  

        The affirmative vote of a majority of the shares of common stock present or represented by proxy and voting at the meeting is required to approve this proposal. Abstentions are counted as votes cast and have the same effect as votes against the proposal. Broker non-votes have no effect on the outcome of the voting on this proposal.

This excerpt taken from the EAT DEF 14A filed Sep 10, 2007.

What vote is required to approve each proposal?

    Proposal 1: Elect Nine Directors

        The nine nominees for director who receive the most votes of all nominees for director will be elected. Votes withheld will therefore have no effect on the outcome of this proposal because only a plurality of votes actually cast is needed to elect a director.

    Proposal 2: Ratify Selection of Independent Auditors for the 2008 Fiscal Year

        The affirmative vote of a majority of the shares of common stock present or represented by proxy and voting at the meeting is required to approve this proposal. Abstentions are counted as votes cast and have the same effect as votes against the proposal. Broker non-votes have no effect on the outcome of the voting on this proposal.

    Proposal 3: Act on Shareholder Proposal

        The affirmative vote of a majority of the shares of common stock present or represented by proxy and voting at the meeting is required to approve this proposal. Abstentions are counted as votes cast and have the same effect as votes against the proposal. Broker non-votes have no effect on the outcome of the voting on this proposal.

This excerpt taken from the EAT DEF 14A filed Sep 8, 2006.

What vote is required to approve each proposal?

·       Proposal 1: Elect Nine Directors

The nine nominees for director who receive the most votes of all nominees for director will be elected. Votes withheld will therefore have no effect on the outcome of this proposal because only a plurality of votes actually cast is needed to elect a director.

2




·       Proposal 2: Ratify Selection of Independent Auditors for the 2007 Fiscal Year

The affirmative vote of a majority of the shares of common stock present or represented by proxy and voting at the meeting is required to approve this proposal. Abstentions are counted as votes cast and have the same effect as votes against the proposal. Broker non-votes have no effect on the outcome of the voting on this proposal.

·       Proposal 3: Act on Shareholder Proposal

The affirmative vote of a majority of the shares of common stock present or represented by proxy and voting at the meeting is required to approve this proposal. Abstentions are counted as votes cast and have the same effect as votes against the proposal. Broker non-votes have no effect on the outcome of the voting on this proposal.

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