This excerpt taken from the GYMB DEF 14A filed May 4, 2005.
Each holder of record of common stock on the record date is entitled to one vote for each share held on all matters to be voted on at the Annual Meeting.
If a quorum is present at the Annual Meeting, the three candidates receiving the highest number of affirmative votes will be elected. In an election of directors by plurality vote, abstentions have no effect, since approval by a percentage of the shares present or outstanding is not required. Stockholders are not entitled to cumulate votes for the election of directors.
The affirmative vote of a majority of the shares of common stock present in person or represented by proxy at the Annual Meeting and voting is required for the approval of the advisory vote on the appointment of our independent registered public accounting firm (which shares voting affirmatively must also constitute a majority of the required quorum).
Brokers who hold shares for the accounts of their clients may vote such shares either as directed by their clients or, in the case of uninstructed shares, in their own discretion if permitted by the stock exchange or other organization of which they are members. Certain types of proposals are non-discretionary, however, and brokers who have received no instructions from their clients do not have discretion to vote such uninstructed shares on those items. At this years Annual Meeting, brokers will have discretion to vote uninstructed shares on the election of directors and the advisory vote on appointment of our independent registered public accounting firm.
When brokers vote proxies on some but not all of the proposals at a meeting, the missing votes are referred to as broker non-votes. Broker non-votes are counted as present for the purpose of determining the presence of a quorum for the transaction of business, but they are not counted as shares voting. Thus, broker non-votes can have the effect of preventing approval of certain proposals where the number of affirmative votes, though a majority of the votes cast, does not constitute a majority of the required quorum.
Votes cast by proxy or in person at the Annual Meeting will be tabulated by the inspector of election appointed for the Annual Meeting. The inspector of election will determine whether or not a quorum is present at the Annual Meeting. The inspector of election will treat abstentions as shares of common stock that are present and entitled to vote for purposes of determining the presence of a quorum. Therefore, abstentions will have the effect of a vote against the advisory vote on appointment of our independent registered public accounting firm.