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This excerpt taken from the PBG DEF 14A filed Apr 7, 2009. What vote is
needed to approve each proposal and how are votes
counted?
For the election of directors, each director must be elected by
a majority of the votes cast by the shares present in person or
represented by proxy and entitled to vote. Similarly, a majority
of the votes cast by the shares present in person or represented
by proxy and entitled to vote is required for approval of all of
the other proposals properly submitted for consideration at the
Annual Meeting. A “majority of the votes cast” means
that the number of votes cast “for” a director nominee
or proposal must exceed the number of votes cast
“against” that nominee or proposal.
If a nominee who is serving as a director fails to receive a
majority of the votes cast at the Annual Meeting, Delaware law
provides that the director would continue to serve on the Board
as a “holdover director.” However, under our Corporate
Governance Principles and Practices, any nominee who does not
receive a majority of the votes cast is required to tender his
or her resignation to the Board. In such event, the Nominating
and Corporate Governance Committee will make a recommendation to
the Board as to whether to accept or reject the resignation or
whether other action should be taken. The Board is required to
act on the Committee’s recommendation within 90 days
after the certification of the election results. If a nominee
who was not already serving as a director fails to receive a
majority of votes cast at the Annual Meeting, the nominee would
not become a member of the Board.
You may abstain from voting on any matter presented for
shareholder vote. Abstentions will be treated as shares that are
present and entitled to vote for purposes of determining the
presence of a quorum, but will not be counted in the number of
votes cast on a matter.
This excerpt taken from the PBG DEF 14A filed Apr 10, 2008. What vote is
needed to approve each proposal and how are votes
counted?
For the election of directors, each director must be elected by
a majority of the votes cast by the shares present in person or
represented by proxy and entitled to vote. Similarly, a majority
of the votes cast by the shares present in person or represented
by proxy and entitled to vote is required for approval of all of
the other proposals properly submitted for consideration at the
Annual Meeting. A “majority of the votes cast” means
that the number of votes cast “for” a director nominee
or proposal must exceed the number of votes cast
“against” that nominee or proposal.
If a nominee who is serving as a director fails to receive a
majority of the votes cast at the Annual Meeting, Delaware law
provides that the director would continue to serve on the Board
as a “holdover director.” However, under our Corporate
Governance Principles and Practices, any nominee who does not
receive a majority of the votes cast is required to tender his
or her resignation to the Board. In such event, the Nominating
and Corporate Governance Committee will make a recommendation to
the Board as to whether to accept or reject the resignation or
whether other action should be taken. The Board is required to
act on the Committee’s recommendation within 90 days
after the certification of the election results. If a nominee
who was not already serving as a director fails to receive a
majority of votes cast at the Annual Meeting, the nominee would
not become a member of the Board.
You may abstain from voting on any matter presented for
shareholder vote. Abstentions will be treated as shares that are
present and entitled to vote for purposes of determining the
presence of a quorum, but will not be counted in the number of
votes cast on a matter.
This excerpt taken from the PBG DEF 14A filed Apr 4, 2007. What vote is
needed to approve each proposal and how are votes
counted?
For the election of directors, each director must be elected by
a majority of the votes cast by the shares present in person or
represented by proxy and entitled to vote. Similarly, a majority
of the votes cast by the shares present in person or represented
by proxy and entitled to vote is required for approval of all of
the other proposals properly submitted for consideration at the
Annual Meeting. A “majority of the votes cast” means
that the number of votes cast “for” a director nominee
or proposal must exceed the number of votes cast
“against” that nominee or proposal.
If a nominee who is serving as a director fails to receive a
majority of the votes cast at the Annual Meeting, Delaware law
provides that the director would continue to serve on the Board
as a “holdover director.” However, under our Corporate
Governance Principles and Practices, any nominee who does not
receive a majority of the votes cast is required to tender his
or her resignation to the Board. In such event, the Nominating
and Corporate Governance Committee will make a recommendation to
the Board as to whether to accept or reject the resignation or
whether other action should be taken. The Board is required to
act on the Committee’s recommendation within 90 days
after the certification of the election results. If a
Table of Contents
nominee who was not already serving as a director fails to
receive a majority of votes cast at the Annual Meeting, the
nominee would not become a member of the Board.
You may abstain from voting on any matter presented for
shareholder vote. Abstentions will be treated as shares that are
present and entitled to vote for purposes of determining the
presence of a quorum, but will not be counted in the number of
votes cast on a matter.
If your shares are held in your name and you properly complete
and submit the enclosed proxy card, your shares will be voted in
the manner specified on the proxy card. If you submit the
enclosed proxy card but you do not specify how you wish your
shares to be voted, the shares described in the proxy card will
be voted “for” the election of the director nominees
recommended by our Board of Directors and “for” the
ratification of the appointment of Deloitte & Touche
LLP as our independent registered public accounting firm for
fiscal year 2007.
If you hold shares through a broker, bank or other nominee,
generally the broker will vote the shares it holds in accordance
with instructions received from the shareholder. If a
shareholder does not give instructions to a broker, the broker
can vote the shares it holds with respect to
“discretionary” or routine proposals under the rules
of the New York Stock Exchange. A broker cannot vote shares with
respect to “non-discretionary” proposals for which a
shareholder has not given instruction. Both proposals to be
voted on at the Annual Meeting are considered
“discretionary” proposals and therefore may be voted
upon by your broker even if you do not instruct your broker.
Votes cast by proxy or in person at the Annual Meeting will be
tabulated by The Bank of New York, our transfer agent, 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.
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