This excerpt taken from the LBAI DEF 14A filed Dec 29, 2008.
How do we count votes?
The named proxy holders will vote your shares as you instruct on your proxy. For purposes of determining the votes cast with respect to any matter presented for consideration at the special meeting, only those votes cast for or against will be counted. Abstentions and broker non-votes will be counted only for the purpose of determining whether a quorum is present at the special meeting. Each share is entitled to one vote. A broker non-vote occurs when a broker or other nominee holder, such as a bank, submits a proxy representing shares that another person actually owns, and that person has not given voting instructions to the broker or other nominee. A broker may only vote those shares if the beneficial owner gives the broker voting instructions.