This excerpt taken from the DIVX DEF 14A filed Apr 27, 2007.
Election Of Directors
DivXs Board of Directors presently has six members and is divided into three classes, designated Class I, Class II and Class III. Each class consists of two directors, and each class has a three-year term. Vacancies on the Board may be filled only by persons elected by a majority of the remaining directors. A director elected by the Board to fill a vacancy in a class, including a vacancy created by an increase in the number of directors, shall serve for the remainder of the full term of that class and until the directors successor is elected and qualified.
The term of office of the two Class I directors expires in 2007. Each of the nominees listed below is currently a director of the Company who was previously elected by the stockholders. If elected at the annual meeting, each of these nominees would serve until the 2010 annual meeting and until his successor is elected and has qualified, or, if sooner, until the directors death, resignation or removal. It is the Companys policy to invite directors and nominees for director to attend the annual meeting. Four of DivXs directors attended the 2006 Annual Meeting of Stockholders.
Directors are elected by a plurality of the votes of the holders of shares present in person or represented by proxy and entitled to vote on the election of directors. The two nominees receiving the highest number of affirmative votes will be elected. Shares represented by executed proxies will be voted, if authority to do so is not withheld, for the election of the two nominees named below. If any nominee becomes unavailable for election as a result of an unexpected occurrence, your shares will be voted for the election of a substitute nominee proposed by DivXs management. Each person nominated for election has agreed to serve if elected. Our management has no reason to believe that any nominee will be unable to serve.