VSNT » Topics » Voting of Proxies

This excerpt taken from the VSNT DEF 14A filed Feb 27, 2009.

Voting of Proxies

        When proxies are properly dated, signed, and returned, the shares they represent will be voted at the Annual Meeting in accordance with the instructions of the shareholder. If a shareholder signs and returns a valid proxy in the form of the proxy card accompanying this Proxy Statement but does not provide instructions on the proxy card as to how its shares shall be voted with respect to any particular proposal or proposals to be voted on at the Annual Meeting, then all the shares represented by such signed and returned proxy will be voted in favor of each such proposal or proposals. Therefore, if such a shareholder returned such a valid proxy but provided no instructions on how such shareholder's shares are to be voted on any proposal at the Annual Meeting, then all the shares represented by such returned proxy will be voted "FOR" Proposal No. 1 (regarding election of directors) to elect to the Board each of the nominees selected by the Board of Directors, "FOR" Proposal No. 2 (to approve the amendment of the Company's 2005 Equity Incentive Plan to increase the number of shares of Common Stock reserved for issuance under that plan), "FOR" Proposal No. 3 (to approve the amendment of the Company's 2005 Employee Stock Purchase Plan to increase the number of shares of Common Stock reserved for issuance under that plan), "FOR" Proposal No. 4 (to approve the amendment of the Company's 2005 Directors Stock Option Plan to increase the number of shares of Common Stock reserved for issuance under that plan) and "FOR" Proposal No. 5 (regarding ratification of the appointment of Grant Thornton LLP as the Company's independent registered public accounting firm for fiscal 2009) and in the discretion of the proxy holders as to any other matters that may properly come before the Annual Meeting or any adjournment thereof. If cumulative voting rights are exercised with respect to the election of directors at the Annual Meeting, then the holders of properly signed and returned proxies will be entitled to cumulate and allocate the votes represented by proxies held by such holders in a manner that will result in the approval of the maximum number of directors from the nominees selected by the Board as described above.

        In the event that sufficient votes in favor of the proposals are not received by the date of the Annual Meeting, the persons named as Proxies may propose one or more adjournments of the Annual Meeting to permit further solicitations of proxies. Any such adjournment would require the affirmative vote of the majority of the shares present in person or represented by proxy at the Annual Meeting and entitled to vote.

This excerpt taken from the VSNT DEF 14A filed Feb 28, 2008.

Voting of Proxies

        When proxies are properly dated, signed, and returned, the shares they represent will be voted at the Annual Meeting in accordance with the instructions of the shareholder. If a shareholder signs and returns a valid proxy in the form of the proxy card accompanying this Proxy Statement but does not provide instructions on the proxy card as to how its shares shall be voted with respect to any particular proposal or proposals to be voted on at the Annual Meeting, then all the shares represented by such signed and returned proxy will be voted in favor of each such proposal or proposals. Therefore, if such a shareholder returned such a valid proxy but provided no instructions on how such shareholder's shares are to be voted on any proposal at the Annual Meeting, then all the shares represented by such

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returned proxy will be voted"FOR" Proposal No. 1 (regarding election of directors) to elect to the Board each of the nominees selected by the Board of Directors,"FOR" Proposal No. 2 (to approve the amendment of the Company's 2005 Directors Stock Option Plan to increase the number of shares of Common Stock reserved for issuance under the plan), "FOR" Proposal No. 3 (regarding ratification of the appointment of Grant Thornton LLP as the Company's independent registered public accounting firm) and in the discretion of the proxy holders as to any other matters that may properly come before the Annual Meeting or any adjournment thereof. If cumulative voting rights are exercised with respect to the election of directors at the Annual Meeting, then the holders of properly signed and returned proxies will be entitled to cumulate and allocate the votes represented by proxies held by such holders in a manner that will result in the approval of the maximum number of directors from the nominees selected by the Board as described above.

        In the event that sufficient votes in favor of the proposals are not received by the date of the Annual Meeting, the persons named as Proxies may propose one or more adjournments of the Annual Meeting to permit further solicitations of proxies. Any such adjournment would require the affirmative vote of the majority of the shares present in person or represented by proxy at the Annual Meeting and entitled to vote.

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