This excerpt taken from the SBKC DEF 14A filed Nov 24, 2008.
Abstentions and Broker Non-Votes
Under certain circumstances, including the amendment to the Amended and Restated Articles of Incorporation to authorize Preferred Stock, banks and brokers are prohibited from exercising discretionary authority for beneficial owners who have not provided voting instructions to the bank or broker, which we refer to as a broker non-vote. In these cases, and in cases where the shareholder abstains from voting on a matter, those shares will be counted for the purpose of determining if a quorum is present, but will not be included as votes cast with respect to those matters. Abstentions and broker non-votes will have the effect of a vote AGAINST Proposal I to amend the Amended and Restated Articles of Incorporation to authorize the Preferred Stock. We expect that banks and brokers will be allowed to exercise discretionary authority for beneficial owners who have not provided voting instructions with respect to Proposal II to increase the authorized voting Common Stock, but abstentions will have the effect of a vote AGAINST the proposal. Our Board of Directors urges shareholders to promptly vote by completing, dating and signing the accompanying proxy card and to return it promptly in the enclosed postage-paid envelope, or, if you hold your stock in street name through a bank or broker, by contacting your bank or broker and following the voting instructions of your bank or broker. You may also vote by Internet or telephone as explained below.
Any other matter that may be properly submitted to shareholders will be determined by a majority of the votes actually cast at the meeting, either by proxy or in person. Votes withheld and broker non-votes will not be counted and will have no effect.