This excerpt taken from the GVHR DEF 14A filed Apr 12, 2007.
ABOUT THE MEETING
Record Date and Share Ownership. The record date for shareholders entitled to notice of, and to vote at, the 2007 annual meeting is the close of business on March 14, 2007. The holders of our common stock on the record date are entitled to vote on all matters submitted to our shareholders for a vote at the meeting. In deciding all questions, a holder of common stock is entitled to one vote, in person or by proxy, for each share held in the shareholders name on the record date. As of the close of business on March 14, 2007, we had 24,440,177 outstanding shares of common stock.
Quorum. The presence, in person or by proxy, of the holders of a majority of the outstanding shares of our common stock is necessary to constitute a quorum at the annual meeting of shareholders. If you abstain from voting on a matter, or include instructions in your proxy to abstain from voting on a matter, your shares will be counted for the purpose of determining if a quorum is present, but will not be counted as either an affirmative vote or a negative vote with respect to the proposal. Broker non-votes are votes cast by brokers who hold securities for a beneficial owner who has not given instructions to the broker, who then is entitled to cast votes on routine matters on behalf of these clients and will be treated as shares of common stock that are present and entitled to vote for purposes of determining the presence of a quorum.
Proposal. You are being asked to vote on the election of the nine director nominees set forth in Proposal: Election of Directors. To be elected a director, each nominee must receive a plurality of all votes cast at the meeting for the election of directors. If a quorum is present, any abstentions or broker non-votes will have no effect on the election of directors. Should any nominee become unable or unwilling to accept nomination or election at the time of the annual meeting, the proxy holders may vote for the election in such nominees stead of any other person our board of directors may recommend.
No Other Expected Meeting Proposals. There are no other matters that the board intends to present, or has reason to believe others will present, at the 2007 annual meeting. If other matters are properly presented for voting at the annual meeting, the persons named as proxies will vote in accordance with their best judgment on such matters.
Submitting Your Proxy. If you complete and submit the enclosed proxy card, the persons named as proxy holders will vote the shares represented by your proxy in accordance with your instructions. If any other matter or business is brought before the annual meeting, the proxy holders may vote the shares for which they hold proxies at their discretion. Our board of directors does not presently know of any such other matter or business. If you submit a proxy card but do not fill out the voting instructions, the persons named as proxy holders will vote your shares represented as follows:
To ensure that your vote is recorded promptly, please vote as soon as possible, even if you plan to attend the annual meeting in person. Shareholders have three options for submitting their vote:
If you have Internet access, we encourage you to record your vote on the Internet. It is easy and convenient, and it saves our company significant postage and processing costs. In addition, when you vote via the Internet or by telephone prior to the meeting date, your vote is recorded immediately and there is no risk that postal delays will cause your vote to arrive late and not be counted. Whether voting via the Internet, by telephone, or by submitting a proxy card, please follow the instructions on the accompanying proxy card. If you attend the annual meeting, you may also submit your vote in person, and any previous votes that you submitted, whether by Internet, telephone or mail, will be superseded by the vote that you cast in-person at the annual meeting. At this years meeting, the polls will close at 11:59 p.m. local time on May 15, 2007 (the day before the annual meeting), and no further votes will be accepted after that time. If you have any questions about submitting your vote, you may call our corporate secretary at 941-741-4616 or American Stock Transfer & Trust Company, our transfer agent, at 1-800-937-5449.
Revoking Your Proxy. You may revoke your proxy at any time prior to the closing of the polls at 11:59 p.m. local time on May 15, 2007 (the day before the annual meeting) by voting again via the Internet, by telephone or by submitting a written revocation or later-dated proxy card. You may also revoke your proxy by attending the annual meeting and voting in person. If you hold shares through a bank or brokerage firm, you must contact that bank or firm directly to revoke any prior voting instructions.
Explanation of Registered Holders versus Beneficial Holders. If your Gevity shares are registered directly in your name with our transfer agent, American Stock Transfer & Trust Company, you are considered a registered shareholder with respect to those shares. If this is the case, the proxy materials have been forwarded to you directly by Gevity. If your Gevity shares are held for your benefit by a bank or brokerage firm, the proxy materials have been forwarded to you by that bank or brokerage firm. In that case, you, as the beneficial holder, have the right to direct your bank or brokerage firm on how to vote your shares by following the voting instructions provided to you by that bank or brokerage firm.