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This excerpt taken from the MOT DEF 14A filed Mar 13, 2009. Will My
Shares be Voted if I Do Not Provide Instructions to My
Broker?
If you are the beneficial owner of shares held in “street
name” by a broker, the broker, as the record holder of the
shares, is required to vote those shares in accordance with your
instructions. If you do not give instructions to the broker, the
broker will be entitled to vote the shares with respect to
“discretionary” items but will not be permitted to
vote the shares with respect to “non-discretionary”
items (those shares are treated as “broker
non-votes”). The election of directors will be a
“discretionary” item. The ratification of the
appointment of KPMG LLP and stockholder advisory vote on
compensation are also “discretionary” items. The
proposals to amend the Restated Certificate of Incorporation to
change the par value of our Common Stock to $0.01, to amend
existing equity plans to permit the stock option exchange
program and to amend the Motorola Employee Stock Purchase Plan
of 1999 are “non-discretionary” items. The three
shareholder proposals are also “non-discretionary”
items.
This excerpt taken from the MOT DEF 14A filed Apr 9, 2008. Will My
Shares be Voted if I Do Not Provide Instructions to My
Broker?
If you are the beneficial owner of shares held in “street
name” by a broker, the broker, as the record holder of the
shares, is required to vote those shares in accordance with your
instructions. If you do not give instructions to the broker, the
broker will be entitled to vote the shares with respect to
“discretionary” items but will not be permitted to
vote the shares with respect to “non-discretionary”
items (those shares are treated as “broker
non-votes”). As a result of the Agreement reached between
the Company, Mr. Icahn and certain of his affiliates, the
election of directors is no longer the subject of a
counter-solicitation (i.e., a contested election). Accordingly,
the election of directors will be a “discretionary”
item. The ratification of the appointment of KPMG LLP is also a
“discretionary” item. The three shareholder proposals
are “non-discretionary” items.
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