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This excerpt taken from the VLG DEF 14A filed Oct 2, 2006. VOTING
A plurality of the votes cast are required to elect the director
nominees. The Company’s Articles of Incorporation do not
provide for cumulative voting. The affirmative vote of the
holders of a majority of the shares of the Company’s Common
Stock entitled to vote which are present in person or
represented by proxy at the 2006 Annual Meeting is required to
act on any other matters properly brought before the meeting.
Shares represented by proxies which are marked “withhold
authority” with respect to the election of any director
nominee and proxies which are marked to deny discretionary
authority on other matters will be counted for the purpose of
determining the number of shares represented by proxy at the
meeting. Such proxies will thus have the same effect as if the
shares represented thereby were voted against such other
matters. Votes withheld for the director nominee
4 This
section is not “soliciting material,” is not deemed
“filed” with the SEC and is not to be incorporated by
reference in any Filing of the Company under the Securities Act
or the Exchange Act whether made before or after the date hereof
and irrespective of any general incorporation language in any
such filing.
Table of Contents
will not be counted. If a broker indicates on the proxy that it
does not have discretionary authority as to certain shares to
vote on a particular matter, those shares will not be considered
as present with respect to that matter. If no specification is
made on a duly executed proxy, the proxy will be voted FOR the
election as directors of the persons nominated by the Board of
Directors and, in the discretion of the persons named as
proxies, on such other business as may properly come before the
meeting or any adjournment or postponement thereof.
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