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This excerpt taken from the WYN DEF 14A filed Apr 2, 2009. How many votes
are required to approve each proposal?
In the election of directors, the affirmative vote of a
plurality of the votes present in person or by proxy and
entitled to vote at the meeting is required. In other words, the
director nominees receiving the greatest number of votes will be
elected. Abstentions will have no effect on the outcome of the
vote.
For all other proposals, the affirmative vote of the holders of
a majority of the shares represented at the meeting in person or
by proxy and entitled to vote on the proposal will be required
for approval. An abstention will have the effect of a vote
against any of these proposals.
If your shares are registered in the name of a bank, broker or
other nominee and you do not give your broker or other nominee
specific voting instructions for your shares, under rules of the
New York Stock Exchange your record holder has discretion to
vote your shares on proposals relating to what are deemed to be
“routine” matters, which include the election of
directors and the ratification of auditors, and do not have
discretion to vote on proposals relating to what are deemed to
be “non-routine” matters, which include the approval
of the amendment and restatement of the Wyndham Worldwide
Corporation 2006 Equity and Incentive Plan primarily for
purposes of Section 162(m) of the Internal Revenue Code of
1986, as amended (Code) and the shareholder proposals.
A “broker non-vote” occurs when a broker or other
nominee submits a proxy that states that the broker does not
vote for some or all of the proposals, because the broker has
not received instructions from the beneficial owner on how to
vote on the proposals and does not have discretionary authority
to vote in the absence of instructions. Although broker
non-votes will be considered as represented for purposes of
determining a quorum, broker non-votes are not counted in the
tabulation of the voting results. Thus, a broker non-vote will
make a quorum more readily obtainable and will not count as a
vote against a proposal that requires a majority of the votes
represented at the meeting.
This excerpt taken from the WYN DEF 14A filed Mar 17, 2008. How many votes
are required to approve each proposal?
In the election of directors, the affirmative vote of a
plurality of the votes present in person or by proxy and
entitled to vote at the meeting is required. In other words, the
director nominees receiving the greatest number of votes will be
elected. Abstentions will have no effect on the outcome of the
vote.
For the proposal to ratify the selection of Deloitte &
Touche LLP to serve as our independent registered public
accounting firm, the affirmative vote of the holders of a
majority of the shares represented at the meeting in person or
by proxy and entitled to vote on the proposal will be required
for approval. An abstention will have the effect of a vote
against this proposal.
If your shares are registered in the name of a bank, broker or
other nominee and you do not give your broker or other nominee
specific voting instructions for your shares, under rules of the
New York Stock Exchange your record holder has discretion to
vote your shares on proposals relating to what are deemed to be
“routine” matters, which include the election of
directors and the ratification of auditors described in this
proxy statement, and do not have discretion to vote on proposals
relating to what are deemed to be “non-routine”
matters. A “broker non-vote” occurs when a broker or
other nominee submits a proxy that states that the broker does
not vote for some or all of the proposals,
Table of Contents
because the broker has not received instructions from the
beneficial owner on how to vote on the proposals and does not
have discretionary authority to vote in the absence of
instructions.
Although broker non-votes will be considered as represented for
purposes of determining a quorum, broker non-votes are not
counted in the tabulation of the voting results for the election
of directors or the ratification of our auditors. Thus, a broker
non-vote will make a quorum more readily obtainable and will not
count as a vote against a proposal that requires a majority of
the votes represented at the meeting.
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