This excerpt taken from the WWW DEF 14A filed Mar 14, 2005.
Approval of the Stock Incentive Plan of 2005 requires an affirmative vote of stockholders holding a majority of the shares present in person or represented by proxy and entitled to vote on this proposal. In addition, New York Stock Exchange rules require that the total vote cast on this proposal represent a majority of all shares entitled to vote on this proposal. For purposes of counting votes on this proposal, abstentions will be counted as voted against the proposal. Broker non-votes will not be counted as voted on the proposal, and the number of shares of which a majority is required will be reduced by the number of shares not voted.
Your Board of Directors recommends that you vote FOR approval of the Stock Incentive Plan of 2005.