This excerpt taken from the WINN DEF 14A filed Sep 26, 2007.
How many votes are needed to approve the amendment to the Plan and to ratify the appointment of KPMG?
The amendment to the Plan will be approved and the appointment of KPMG will be ratified if the votes cast FOR the proposals exceed the votes cast AGAINST the proposals. A properly executed proxy card marked ABSTAIN with respect to either of these proposals will not be voted and will not count FOR or AGAINST the proposal. Abstentions with respect to a proposal are counted for purposes of establishing a quorum.