VARI » Topics » Voting

This excerpt taken from the VARI DEF 14A filed Dec 19, 2008.

Voting

 

The Company’s common stock is the only type of voting security issued, and only holders of common stock are entitled to vote at the Annual Meeting. Each share of common stock is entitled to one vote. Only stockholders of record at the close of business on December 15, 2008 are entitled to notice of and to vote at the Annual Meeting. As of that record date, there were 28,959,742 shares of the Company’s common stock outstanding.

 

The presence, either in person or by proxy, of the holders of a majority of the outstanding shares of the Company’s common stock is necessary to constitute a quorum permitting action to be taken at the Annual Meeting. Abstentions and broker non-votes are counted as present at the Annual Meeting for the purpose of determining the presence of a quorum. A broker non-vote occurs when a bank, broker, nominee or other holder of record holding shares for a beneficial owner submits a proxy but does not vote on a particular proposal because that holder does not have discretionary voting power with respect to that proposal and has not received instructions from the beneficial owner.

 

The affirmative vote of a plurality of the shares of the Company’s common stock present or represented by proxy at the Annual Meeting is required to elect the Class I directors. This means that Richard U. De Schutter and James T. Glover, the Board of Directors’ nominees to serve as the Class I directors, must receive the highest numbers of votes cast in order to be elected as the Class I directors. Therefore, any shares not voted (whether by abstention, broker non-vote or otherwise) will have no effect on the election of the Class I directors.

 

The affirmative vote of a majority of the shares of the Company’s common stock present or represented by proxy at the Annual Meeting is required to ratify the appointment of PwC as the Company’s independent registered public accounting firm for fiscal year 2009. Abstentions will have the same effect as a negative vote on this proposal.


Your shares will be voted in accordance with your instructions set forth on the proxy that you return. If your proxy provides no instructions with respect to voting on the election of the Class I directors or voting on the ratification of the appointment of PwC as the Company’s independent registered public accounting firm for fiscal year 2009, your proxy will be voted FOR the election of Richard U. De Schutter and James T. Glover as the Class I directors and FOR the ratification of the appointment of PwC as the Company’s independent registered public accounting firm for fiscal year 2009.

 

Even if you return your proxy, you may revoke or change your proxy at any time prior to the Annual Meeting. You may do this prior to the Annual Meeting by sending to the Company’s Secretary (at the Company’s address set forth above) a written notice of revocation or a new proxy bearing a later date. You may also revoke your proxy by attending the Annual Meeting and voting in person.

 

This excerpt taken from the VARI DEF 14A filed Dec 14, 2007.

Voting

 

The Company’s common stock is the only type of voting security issued, and only holders of common stock are entitled to vote at the Annual Meeting. Each share of common stock is entitled to one vote. Only stockholders of record at the close of business on December 10, 2007 are entitled to notice of and to vote at the Annual Meeting. As of that record date, there were 30,458,165 shares of the Company’s common stock outstanding.

 

The presence, either in person or by proxy, of the holders of a majority of the outstanding shares of the Company’s common stock is necessary to constitute a quorum permitting action to be taken at the Annual Meeting. Abstentions and broker non-votes are counted as present at the Annual Meeting for the purpose of determining the presence of a quorum. A broker non-vote occurs when a bank, broker, nominee or other holder of record holding shares for a beneficial owner submits a proxy but does not vote on a particular proposal because that holder does not have discretionary voting power with respect to that proposal and has not received instructions from the beneficial owner.

 

The affirmative vote of a plurality of the shares of the Company’s common stock present or represented by proxy at the Annual Meeting is required to elect the Class III directors. This means that Garry W. Rogerson and Elizabeth E. Tallett, the Board of Directors’ nominees to serve as the Class III directors, must receive the highest numbers of votes cast in order to be elected as the Class III directors. Therefore, any shares not voted (whether by abstention, broker non-vote or otherwise) will have no effect on the election of the Class III directors.

 


The affirmative vote of a majority of the shares of the Company’s common stock present or represented by proxy at the Annual Meeting is required to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2008. Abstentions will have the same effect as a negative vote on this proposal.

 

The affirmative vote of a majority of the shares of the Company’s common stock present or represented by proxy at the Annual Meeting is required to approve the amended and restated Omnibus Stock Plan. Abstentions will have the same effect as a negative vote on this proposal.

 

Your shares will be voted in accordance with your instructions set forth on the proxy that you return. If your proxy provides no instructions with respect to voting on the election of the Class III directors, voting on the ratification of the appointment of PwC as the Company’s independent registered public accounting firm for fiscal year 2008 or voting on approval of the amended and restated Omnibus Stock Plan, your proxy will be voted FOR the election of Garry W. Rogerson and Elizabeth E. Tallett as the Class III directors and FOR the ratification of the appointment of PwC as the Company’s independent registered public accounting firm for fiscal year 2008.

 

Under regulations of the New York Stock Exchange (“NYSE”), brokers who are NYSE member organizations are prohibited from voting in favor of proposals relating to equity compensation plans unless they receive specific instructions from the beneficial owner of the shares to vote in that manner. The Omnibus Stock Plan that is the subject of Proposal Three is an equity compensation plan. Therefore, if your shares are held through a broker who is a NYSE member organization, those shares will be voted FOR approval of the amended and restated Omnibus Stock Plan only if you have provided specific voting instructions to your broker or you vote your shares in favor of that proposal.

 

Even if you return your proxy, you may revoke or change your proxy at any time prior to the Annual Meeting. You may do this prior to the Annual Meeting by sending to the Company’s Secretary (at the Company’s address set forth above) a written notice of revocation or a new proxy bearing a later date. You may also revoke your proxy by attending the Annual Meeting and voting in person.

 

This excerpt taken from the VARI DEF 14A filed Dec 13, 2006.

Voting

 

The Company’s common stock is the only type of voting security issued, and only holders of common stock are entitled to vote at the Annual Meeting. Each share of common stock is entitled to one vote. Only stockholders of record at the close of business on December 11, 2006 are entitled to notice of and to vote at the Annual Meeting. As of that record date, there were 30,218,125 shares of the Company’s common stock outstanding.

 

The presence, either in person or by proxy, of the holders of a majority of the outstanding shares of the Company’s common stock is necessary to constitute a quorum permitting action to be taken at the Annual Meeting. Abstentions and broker non-votes are counted as present at the Annual Meeting for the purpose of determining the presence of a quorum. A broker non-vote occurs when a bank, broker, nominee or other holder of record holding shares for a beneficial owner submits a proxy but does not vote on a particular proposal because that holder does not have discretionary voting power with respect to that proposal and has not received instructions from the beneficial owner.

 

The affirmative vote of a plurality of the shares of the Company’s common stock present or represented by proxy at the Annual Meeting is required to elect the Class II directors. This means that John G. McDonald and Wayne R. Moon, the Board of Directors’ nominees to serve as the Class II directors, must receive the highest numbers of votes cast in order to be elected as the Class II directors. Therefore, any shares not voted (whether by abstention, broker non-vote or otherwise) will have no effect on the election of the Class II directors.

 

The affirmative vote of a majority of the shares of the Company’s common stock present or represented by proxy at the Annual Meeting is required to ratify the appointment of PricewaterhouseCoopers LLP


(“PwC”) as the Company’s independent registered public accounting firm for fiscal year 2007. Abstentions will have the same effect as a negative vote on this proposal.

 

Your shares will be voted in accordance with your instructions set forth on the proxy that you return. If your proxy provides no instructions with respect to voting on the election of the Class II directors or voting on the ratification of the appointment of PwC as the Company’s independent registered public accounting firm for fiscal year 2007, your proxy will be voted FOR the election of John G. McDonald and Wayne R. Moon as the Class II directors and FOR the ratification of the appointment of PwC as the Company’s independent registered public accounting firm for fiscal year 2007.

 

Even if you return your proxy, you may revoke or change your proxy at any time prior to the Annual Meeting. You may do this by sending to the Company’s Secretary (at Varian, Inc., 3120 Hansen Way, Palo Alto, California 94304-1030) prior to the Annual Meeting, a written notice of revocation or a new proxy bearing a later date. You may also revoke your proxy by attending the Annual Meeting and voting in person.

 

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