MOLX » Topics » Vote Necessary to Adopt the Proposal

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.

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