This excerpt taken from the VLG DEF 14A filed Oct 2, 2006.
A plurality of the votes cast are required to elect the director nominees. The Companys Articles of Incorporation do not provide for cumulative voting. The affirmative vote of the holders of a majority of the shares of the Companys 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.
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.