This excerpt taken from the PBI DEF 14A filed Mar 23, 2006.
Election of Directors. In the election of directors, the four persons receiving the highest number of FOR votes will be elected. Broker non-votes have no effect because only a plurality of the votes cast is required to elect a director. However, any nominee for director in an uncontested election who receives a greater number of votes withheld from his or her election than votes for
such election shall tender his or her resignation for consideration by the Governance Committee. The Governance Committee will recommend the action to be taken with respect to such offer of resignation.