MWW » Topics » What vote is required to approve each item?

This excerpt taken from the MWW DEF 14A filed Apr 29, 2009.
What vote is required to approve each item?
 
The seven nominees receiving the highest number of affirmative votes of the total votes cast at the Annual Meeting, either in person or by proxy, shall be elected as directors.
 
Our Corporate Governance Guidelines set forth our procedures if a nominee receives more “withhold authority” votes than affirmative votes for his or her election. A nominee for director who receives a greater number of “withhold authority” votes from his or her election than affirmative votes for such election is required to tender his or her resignation to the Chairman of the Board of Directors following certification of the stockholder vote. The Corporate Governance and Nominating Committee is required to consider the offer to resign and recommend to the Board of Directors what action the Corporate Governance and Nominating Committee believes should be taken in response to the offered resignation. The Board of Directors is required to take action with respect to this recommendation within 90 days following certification of the stockholder vote. The Board of Directors will then disclose its decision whether to accept the resignation offer, in a Form 8-K to be filed or furnished with the U.S. Securities and Exchange Commission (“SEC”).
 
Approval of the amendment to the Monster Worldwide, Inc. 2008 Equity Incentive Plan and the ratification of the appointment of our independent registered public accounting firm requires the affirmative vote cast FOR each proposal at the Annual Meeting by the majority of the shares present in person or by proxy and entitled to vote thereon.
 
This excerpt taken from the MWW DEF 14A filed Apr 21, 2008.

What vote is required to approve each item?

        The seven nominees receiving the highest number of affirmative votes of the total votes cast at the Annual Meeting, either in person or by proxy, shall be elected as directors.

        Our Corporate Governance Guidelines set forth our procedures if a nominee receives more "withhold authority" votes than affirmative votes for his or her election. In an uncontested election, a nominee for director who receives a greater number of "withhold authority" votes (excluding the Company's Class B common stock) from his or her election than affirmative votes for such election is required to tender his or her resignation to the Chairperson of the Board of Directors following certification of the stockholder vote. The Corporate Governance and Nominating Committee is required to consider the offer to resign and recommend to the Board of Directors what action the Corporate Governance and Nominating Committee believes should be taken in response to the offered resignation. The Board of Directors is required to take action with respect to this recommendation within 90 days following certification of the stockholder vote. The Board of Directors will then disclose its decision whether to accept the resignation offer, in a Form 8-K to be filed or furnished with the SEC.

        Approval of each of the Monster Worldwide, Inc. 2008 Equity Incentive Plan, the Monster Worldwide, Inc. Executive Incentive Plan and the ratification of the appointment of our independent registered public accounting firm, will be decided by a majority of the votes cast "for" or "against" each proposal at the Annual Meeting.

This excerpt taken from the MWW DEF 14A filed Apr 30, 2007.

What vote is required to approve each item?

Election of Directors

The eight nominees receiving the highest number of affirmative votes of the total votes cast at the meeting, either in person or by proxy, shall be elected as directors.

Our Corporate Governance Guidelines set forth our procedures if a nominee receives more “withhold authority” votes than affirmative votes for his or her election. In an uncontested election, a nominee for director who receives a greater number of “withhold authority” votes (excluding the Company’s Class B common stock) from his or her election than affirmative votes for such election is required to tender his or her resignation to the Chairperson of the Board following certification of the stockholder vote.

The Corporate Governance and Nominating Committee is required to consider the offer to resign and recommend to the Board what action the Corporate Governance and Nominating Committee believes should be taken in response to the offered resignation. The Board is required to take action with respect to this recommendation within 90 days following certification of the stockholder vote. The Board will then disclose its decision whether to accept the resignation offer, in a Form 8-K to be filed or furnished with the Securities and Exchange Commission.

Ratification of BDO Seidman, LLP

The affirmative vote of a majority of the outstanding shares present in person or represented by proxy and entitled to vote is required for the ratification of the appointment of BDO Seidman, LLP as our independent registered pubic accounting firm for the fiscal year ending December 31, 2007.

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This excerpt taken from the MWW DEF 14A filed May 1, 2006.

What vote is required to approve each item?

        Election of Directors.    The seven nominees receiving the highest number of affirmative votes of the votes cast at the meeting, either in person or by proxy, shall be elected as directors. A properly executed proxy card marked "WITHHOLD AUTHORITY" with respect to the election of one or more directors will not be voted with respect to the director or directors indicated, although it will be counted for purposes of determining whether there is a quorum. Brokers who do not receive stockholder voting instructions are entitled to vote on the election of directors. Broker non-votes, if any, will result in the respective nominees receiving fewer votes. However, the number of votes otherwise received by the nominee will not be reduced by such action.

        Ratification of the Appointment of BDO Seidman, LLP as our Independent Registered Public Accounting Firm.    The affirmative vote of a majority of the outstanding shares present in person or represented by proxy and entitled to vote is required for the ratification of the appointment of BDO Seidman, LLP as our independent registered pubic accounting firm for the fiscal year ending December 31, 2006. Brokers who do not receive stockholder voting instructions are entitled to vote on the ratification of the independent registered public accounting firm. Broker non-votes, if any, with respect to this matter will be treated as neither a vote "for" nor a vote "against" the matter, and will not be counted in determining the number of votes necessary for ratification. Abstentions from voting by a stockholder present in person or represented by proxy at the meeting has the same legal effect as a vote "against" the matter because it represents a share present in person or represented by proxy at the meeting and entitled to vote, thereby increasing the number of affirmative votes required to ratify the appointment of BDO Seidman, LLP as our independent registered public accounting firm.

        Stockholder Proposal.    The affirmative vote of a majority of the outstanding shares present in person or represented by proxy and entitled to vote is required to approve Proposal No. 3. Brokers who do not receive stockholder voting instructions are not entitled to vote on Proposal No. 3. Broker non-votes, if any, with respect to this matter will be treated as neither a vote "for" nor a vote "against" the matter, and will not be counted in determining the number of votes necessary for approval. Abstentions from voting by a stockholder present in person or represented by proxy at the meeting has the same legal effect as a vote "against" the matter because it represents a share present in person or represented by proxy at the meeting and entitled to vote, thereby increasing the number of affirmative votes required to approve Proposal No. 3.

        Other Items.    Unless otherwise required by the Company's certificate of incorporation, for each other item that may properly come before the meeting, the affirmative vote of the holders of a majority of the shares present in person or represented by proxy entitled to vote on the item will be required for approval.

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STOCK OWNERSHIP

This excerpt taken from the MWW DEF 14A filed Apr 29, 2005.

What vote is required to approve each item?

        Election of Directors.    The seven nominees receiving the highest number of affirmative votes of the votes cast at the meeting, either in person or by proxy, shall be elected as directors. A properly executed proxy card marked "WITHHOLD AUTHORITY" with respect to the election of one or more directors will not be voted with respect to the director or directors indicated, although it will be counted for purposes of determining whether there is a quorum.

        Approval of Amendment to the 1999 Long Term Incentive Plan.    The affirmative vote of a majority of the outstanding shares present in person or represented by proxy and entitled to vote is required for the approval of the amendment to the Company's 1999 Long Term Incentive Plan. Broker non-votes with respect to this matter will be treated as neither a vote "for" nor a vote "against" the matter, and will not be counted in determining the number of votes necessary for approval. Abstentions from voting by a stockholder present in person or represented by proxy at the meeting has the same legal effect as a vote "against" the matter because it represents a share present in person or represented by proxy at the meeting and entitled to vote, thereby increasing the number of affirmative votes required to approve the amendment to the 1999 Long Term Incentive Plan.

        Other Items.    For each other item that may properly come before the meeting, the affirmative vote of the holders of a majority of the shares present in person or represented by proxy entitled to vote on the item will be required for approval. A properly executed proxy marked "ABSTAIN" with respect to any such matter will not be voted, although it will be counted for purposes of determining whether there is a quorum. Accordingly, an abstention will have the effect of a negative vote. If you hold your shares in "street name" through a broker or other nominee, your broker or nominee may not be permitted to exercise voting discretion with respect to some of the matters to be acted upon. Thus, if you do not give your broker or nominee specific instructions, your shares may not be voted on those matters and will not be counted in determining the number of shares necessary for approval. Shares represented by such "broker non-votes" will, however, be counted in determining whether there is a quorum.

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STOCK OWNERSHIP

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Solera Holdings (SLH)
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