This excerpt taken from the VVI DEF 14A filed Apr 4, 2007.
The Board approved amendments to Viads Bylaws, effective as of December 1, 2006, to change the vote standard in uncontested elections of directors from plurality to a majority of votes cast. A majority of votes cast means that the number of shares voted for a director nominee must exceed the number of votes cast against that director nominee. In contested elections where the number of nominees exceeds the number of directors to be elected, Viad will continue to apply the plurality vote standard.
The amendments to the Bylaws further provide that if a nominee who already serves as a director is not elected by a majority vote, then the director will be obligated to tender his or her resignation to the Board. The Corporate Governance and Nominating Committee of the Board will make a recommendation to the Board on whether to accept or reject the resignation, or whether other action should be taken. The Board will be required to publicly disclose its decision and the rationale behind it within 90 days of the certification of the election results. The director who tenders his or her resignation will not participate in the Boards decision.
If a nominee, who was not already serving as a director, is not elected at the annual meeting, the nominee would not become a director. All director nominees listed below are currently serving on the Board.