This excerpt taken from the GR DEF 14A filed Mar 12, 2009.
The Proposal Causes Uncertainty and Could Jeopardize Compliance with NYSE Requirements
Incorporation of the proposed majority voting standard into the Companys Restated Certificate of Incorporation, as requested by this shareholder proposal, introduces uncertainty that does not exist under the Companys current majority voting policy. Under New York law, an incumbent director who is not re-elected holds over and continues to serve with the same voting rights and powers until his or her successor is elected and qualified. Thus, even if the proposal were adopted, we could not force an incumbent director who failed to receive a majority vote to leave the Board until his or her successor is elected at a subsequent shareholder meeting.
By contrast, under our current majority voting policy, a director must promptly tender a resignation, which the Board must act upon and publicly disclose within 90 days of the certification of the vote results. This procedure provides the Board with the ability to accept or reject the tendered resignation and ensures that the Board continues to function properly, even during a period of transition.
In addition, as a company listed on the New York Stock Exchange, we must comply with listing standards that include requirements for maintaining independent directors and directors with particular qualifications or expertise. These requirements are considered by the Board when recommending nominees to our shareholders. The failure to elect a particular nominee by voting as proposed by the shareholder, especially in an uncontested election, may impair our ability to continue to comply with those listing standards, which would negatively impact our shareholders.