This excerpt taken from the OICO DEF 14A filed Aug 17, 2009.
A quorum is required in order to transact any business at the Meeting.
Election of Directors. The affirmative vote of a plurality of the shares of common stock present in person or represented by proxy at the Meeting and entitled to vote is required for the election of the nominees as directors. That is, the nominees receiving the greatest number of votes will be elected. A WITHHELD vote will not affect the election of the nominees as directors.
Other Proposals. The affirmative vote of the holders of a majority of the shares of common stock present in person or represented by proxy at the Meeting and entitled to vote is required to ratify McGladrey & Pullen, LLP as our independent auditors.
Effect of Withheld Votes and Abstentions. In the election of directors, you may withhold your vote. Withheld votes will have no effect on the outcome of the election. You may vote to abstain on other proposals. If you vote to abstain on a proposal, your shares will be counted as present at the Meeting for purposes of that proposal and will have the same effect as a vote against that proposal.
Broker-dealers. Broker-dealers who hold their customers shares in street name may, under the applicable rules of the exchange and other self-regulatory organizations of which the broker-dealers are members, sign and submit proxies for such shares and may vote such shares on routine matters, which under such rules typically include the election of directors and ratification of auditors. Broker-dealers may not vote such shares on other matters without specific instructions from the customers who beneficially own such shares. Proxies signed and submitted by broker-dealers which have not been voted on matters described in the previous sentence are referred to as broker non-votes. Broker non-votes on a particular matter are not deemed to be shares present and entitled to vote on such matters. Broker non-votes, if any, will not be counted as votes cast on any proposal.