This excerpt taken from the GMCR DEF 14A filed Jan 26, 2009.
Who can vote. Only stockholders of record of the Companys common stock at the close of business on January 16, 2009, the record date, are entitled to notice of and to vote at the Annual Meeting. 24,695,645 shares of the Companys common stock, par value $0.10 per share, were outstanding on the record date. Each stockholder is entitled to one vote for each share of common stock held as of the record date.
Quorum. The presence in person or by proxy of a majority of the total number of outstanding shares entitled to vote at the Annual Meeting is necessary to constitute a quorum. Shares are counted as present at the meeting if the stockholder votes over the internet, completes and submits a proxy or is present in person at the meeting.
Stockholders of Record and Beneficial Owners. You are a stockholder of record if your shares of our stock are registered directly in your own name with our transfer agent, Continental Stock Transfer & Trust Company (CST). You are a beneficial owner if a brokerage firm, bank, trustee or other agent (called a nominee) holds your stock. This is often called ownership in street name because your name does not appear in the records of CST.
Why did I receive a one-page notice in the mail regarding the Internet availability of proxy materials this year instead of a full set of proxy materials? Pursuant to rules adopted by the Securities and Exchange Commission, we have elected to provide access to our proxy materials over the Internet. Accordingly, we are sending a Notice of Internet Availability of Proxy Materials (the Notice) to our stockholders of record and beneficial owners, which will instruct you as to how you may access and review all of the proxy materials on the Internet. The Notice also instructs you as to how you may submit your proxy on the Internet. If you would like to receive a paper copy of our proxy materials, you should follow the instructions for requesting such materials in the Notice.