NTG » Topics » What constitutes a quorum?

This excerpt taken from the NTG DEF 14A filed Mar 23, 2009.

What constitutes a quorum?

As of the record date, 19,919,240 shares of NATCO common stock were outstanding. A majority of the outstanding common stock present in person or by proxy at the annual meeting is required to constitute a quorum to transact business at the annual meeting or at any adjournment or postponement of the annual meeting. If you vote in person, by telephone, over the Internet or by returning a properly executed proxy card, you will be considered a part of that quorum. Abstentions and broker non-votes will be treated as present for the purpose of determining a quorum but as unvoted shares for the purpose of determining the approval of any matter submitted to the stockholders for a vote. Abstentions and broker non-votes will have no effect on the election of directors or matters decided by a plurality vote.

If a quorum is not present, in person or by proxy, the meeting may be postponed or adjourned from time to time until a quorum is obtained. Each outstanding share of common stock entitled to vote under the provisions of the Company’s restated certificate of incorporation will be entitled to one vote on each matter submitted to a vote at the meeting.

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