Pepsi Bottling Group (PBG)

 

Shareholder of Record.  If you are a shareholder of record and you (1) indicate when voting on the Internet or by telephone that you wish to vote as recommended by our Board of Directors; or (2) sign and return a proxy card without giving specific voting instructions, then the proxy holders will vote your shares in the manner recommended by our Board on all matters presented in this proxy statement and as the proxy holders may determine in their discretion with respect to any other matters properly presented for a vote at the meeting.

 

Beneficial Owner.  If you are a beneficial owner of shares held in street name and do not provide your broker, bank or nominee with specific voting instructions, the broker, bank or nominee that holds your shares may generally vote on “discretionary” or routine matters under the rules of the New York Stock Exchange but cannot vote on “non-discretionary” or non-routine matters. If the broker, bank or nominee that holds your shares does not receive instructions from you on how to vote your shares on a “non-discretionary” or non-routine matter, it will inform our Inspector of Election that it does not have the authority to vote on this matter with respect to your shares. This is generally referred to as a “broker non-vote.” When our Inspector of Election tabulates the votes for any particular matter, broker non-votes will be counted for purposes of determining whether a quorum is present, but will not otherwise be counted. We encourage you to provide voting instructions to your broker, bank or nominee by carefully following the instructions provided in the Notice.

 

Votes cast by proxy or in person at the Annual Meeting will be tabulated by Broadridge Financial Solutions, Inc. who will determine whether or not a quorum is present and whether or not each proposal has obtained the necessary number of “FOR” votes to approve the proposal.

 

Shareholder of Record.  If you are a shareholder of record and you (1) indicate when voting on the Internet or by telephone that you wish to vote as recommended by our Board of Directors; or (2) sign and return a proxy card without giving specific voting instructions, then the proxy holders will vote your shares in the manner recommended by our Board on all matters presented in this proxy statement and as the proxy holders may determine in their discretion with respect to any other matters properly presented for a vote at the meeting.

 

Beneficial Owner.  If you are a beneficial owner of shares held in street name and do not provide your broker, bank or nominee with specific voting instructions, the broker, bank or nominee that holds your shares may generally vote on “discretionary” or routine matters under the rules of the New York Stock Exchange but cannot vote on “non-discretionary” or non-routine matters. If the broker, bank or nominee that holds your shares does not receive instructions from you on how to vote your shares on a “non-