This excerpt taken from the MOLX DEF 14A filed Sep 23, 2005.
Vote Necessary to Adopt the Proposal
Although stockholder approval is not required, the appointment of Ernst & Young LLP is being submitted for ratification at the Annual Stockholders’ Meeting with a view towards soliciting stockholders’ opinions, which the Audit Committee will take into consideration in future deliberations.
Adoption of this proposal will require the affirmative vote of the holders of a majority of the shares of the Common Stock entitled to vote and present in person or by proxy, voting as a class, and the holders of the majority of the shares of the Class B Common Stock entitled to vote and present either in person or by proxy, voting as a class. Directors and officers of Molex control approximately 40.4% of the outstanding Common Stock and approximately 97.1% of the outstanding Class B Common Stock entitled to vote. The directors and officers intend to vote for this proposal. Abstentions will have the same effect as a vote against the proposal. Broker “non-votes” will not be considered entitled to vote as to this matter and, accordingly, will have no effect on this proposal.
Your Board of Directors recommends a vote FOR this proposal. The enclosed proxy will be voted FOR the proposal unless a contrary specification is made.