Dustin Czarny, an Onondaga County elections commissioner, said New York is lagging behind other states when it comes to voting systems and procedures because state legislators often have partisan views
on voting matters.
We urge all shareholders to express their choices
on each voting matter described on the proxy card or the voting instruction form (which you will receive from your broker, bank, or other nominee, if your Shares are held in «street name»).
Not exact matches
TORONTO, May 2 - Canadian energy producer Crescent Point Energy Corp is poised to win support for its director nominees based
on a preliminary counting of
votes, shrugging off opposition from activist investor Cation Capital, sources familiar with the
matter told Reuters
on Wednesday.
No
matter video you watch,
vote on, like, or hate, it's all about laughing.
Pai is also expected to call for an initial
vote in December to rescind rules prohibiting one company from owning stations that serve more than 39 percent of U.S. television households, Reuters reported
on Wednesday, citing two people briefed
on the
matter.
He instructed audience members to raise their right hand and repeat the following: «I do solemnly swear that I, no
matter how I feel, no
matter what the conditions, if there are hurricanes or whatever, will
vote on or before the 12th for Donald J. Trump for President.»
The problem lay solely in his having
voted on this
matter, a
matter in which he had a personal stake.
Dell may decide to delay the
vote to gain time to win support for the deal, a person familiar with the
matter said earlier
on Tuesday.
He was merely accused of participating in a city council
vote on a relatively small financial
matter.
The Mayor insisted
on chairing the discussion, and indeed even
voted on the
matter when it came up for a
vote.
Exxon is recommending a
vote on executive pay every three years, although pay is awarded annually and shareholders as a general
matter tend to prefer annual
votes.
Basically, no
matter which way tonight's
vote goes, Greeks
on both sides of the question believe the future will only get worse.
All of the
matters scheduled to be
voted on at the Annual Meeting are «non-routine,» except for the proposal to ratify the appointment of Ernst & Young LLP as Google's independent registered public accounting firm for the fiscal year ending December 31, 2015.
Please note that since brokers may not
vote your shares
on «non-routine»
matters, including the election of directors (Proposal Number 1), the proposal to amend Alphabet's 2012 Stock Plan (Proposal Number 3), and each of the stockholder proposals (Proposals Number 4 through Number 10), in the absence of your specific instructions, we encourage you to provide instructions to your broker regarding the
voting of your shares.
Please note that since brokers may not
vote your shares
on «non-routine»
matters, including the election of directors (Proposal Number 1), the proposal to amend Google's 2012 Stock Plan (Proposal Number 3), and each of the stockholder proposals (Proposals Number 4 through Number 8), in the absence of your specific instructions, we encourage you to provide instructions to your broker regarding the
voting of your shares.
If you grant a proxy, the persons named as proxy holders, Larry Page, Eric E. Schmidt, Patrick Pichette, David C. Drummond, and Kent Walker, or any of them, will have the discretion to
vote your shares
on any additional
matters properly presented for a
vote at the Annual Meeting.
All of the
matters scheduled to be
voted on at the Annual Meeting are «non-routine,» except for the proposal to ratify the appointment of Ernst & Young LLP as Alphabet's independent registered public accounting firm for the fiscal year ending December 31, 2018.
If you do not submit
voting instructions and your broker does not have discretion to
vote your shares
on a
matter, your shares will not be
voted on that
matter at the meeting («broker nonvotes»).
then the persons named as proxy holders, Luca Maestri and Bruce Sewell, will
vote your shares in the manner recommended by the Board
on all
matters presented in this Proxy Statement and as the proxy holders may determine in their discretion with respect to any other
matters properly presented for a
vote at the Annual Meeting.
We note that, in accordance with Rule 14 (a)-6 (a), Apple was not required to file preliminary proxy materials with the Commission because the
matters to be acted
on at the meeting are limited to (1) the election of directors, (2) the ratification of accountants, (3) a
vote on an advisory resolution to approve executive compensation, (4) the approval of the Plan described above, which is a «plan» as defined in paragraph (a)(6)(ii) of Item 402 of Regulation S - K, and (5) shareholder proposals pursuant to Rule 14a - 8.
If you are a beneficial owner of shares held in street name and do not provide the organization that holds your shares with specific
voting instructions then, under applicable rules, the organization that holds your shares may generally
vote your shares in their discretion
on «routine»
matters but can not
vote on «non-routine»
matters.
Shareholders may end up being asked to
vote on the
matter this summer.
A broker or other nominee can not
vote without instructions
on non-routine
matters, and therefore broker non-votes may exist in connection with Proposal No. 1 and Proposals No. 3 through No. 8.
If the organization that holds your shares does not receive instructions from you
on how to
vote your shares
on a non-routine
matter, that organization will inform the inspector of election that it does not have the authority to
vote on this
matter with respect to your shares.
«The President of the Republic shall by decree proclaim a referendum
on crucial national
matters following a resolution
voted by an absolute majority of the total number of Members of Parliament, taken upon proposal of the Cabinet.»
Your broker, therefore, may
vote your shares in its discretion
on these routine
matters if you do not instruct your broker how to
vote on these
matters.
If the NYSE does not consider a
matter routine, then your broker is prohibited from
voting your shares
on the
matter unless you have given
voting instructions to your broker.
For specific instructions
on how to
vote your shares, please refer to the section entitled «Questions and Answers About the 2018 Annual Meeting and Procedural
Matters» and the instructions
on the Notice of Internet Availability or the notice you receive from your broker, bank or other intermediary.
Therefore, if you do not provide
voting instructions to that organization, it may
vote your shares only
on Proposal Two and any other routine
matters properly presented for a
vote at the 2018 Annual Meeting.
Broker non-votes (shares held by brokers that do not have discretionary authority to
vote on a
matter and have not received
voting instructions from their clients) have no effect.
If any other
matters are properly presented for consideration at the 2018 Annual Meeting, including, among other things, consideration of a motion to adjourn the 2018 Annual Meeting to another time or place, the persons named as proxy holders, Elon Musk, Deepak Ahuja and Todd Maron, or any of them, will have discretion to
vote the proxies held by them
on those
matters in accordance with their best judgment.
If you are a beneficial owner holding your shares in street name and you do not give
voting instructions to your broker, bank or other intermediary, that organization will leave your shares unvoted
on this
matter.
If you are a shareholder of record and you indicate that you wish to
vote as recommended by our Board or if you sign, date and return a proxy card but do not give specific
voting instructions, then the proxy holders will
vote your shares in the manner recommended by our Board
on all
matters presented in this Proxy Statement, and the proxy holders may determine in their discretion regarding any other
matters properly presented for a
vote at our Annual Meeting.
Your broker, therefore, will need to return a proxy card without
voting on these non-routine
matters if you do not give
voting instructions with respect to these
matters.
The New York Stock Exchange (NYSE) allows its member - brokers to
vote shares held by them for their customers
on matters the NYSE determines are routine, even though the brokers have not received
voting instructions from their customers.
In addition to the election of directors (Item 1), the NYSE does not consider any of the stockholder proposals (Items 5 through 8) as routine
matters, so your broker may not
vote on these
matters in its discretion.
Management Incentive Plan, as amended; and (iv) each of the shareholder proposals described in this proxy statement are not
matters on which a broker may
vote without your instructions.
As a result, brokers who do not receive instructions from you as to how to
vote on that
matter generally may
vote on that
matter in their discretion.
Furthermore, the rules governing companies listed
on the NYSE and incorporated under Delaware law require us to submit certain
matters to a
vote of shareholders for approval, such as mergers, large share issuances or similar transactions, and the approval of equity - based compensation plans.
Banks, brokers, and other nominees who do not receive instructions from you regarding the ratification of the appointment of independent accountants may generally
vote on that
matter in their discretion.
If your Shares are held of record by a bank, broker, or other nominee, we urge you to give instructions to your bank, broker, or other nominee as to how you wish your Shares to be
voted so you may participate in the shareholder
voting on these important
matters.
You are entitled to one
vote on each
matter presented at the 2013 Annual Shareholders» Meeting for each Share you owned at that time.
The NYSE does not consider the election of directors (Item 1), the advisory resolution to approve the named executives» compensation (Item 2) or any of the stockholder proposals (Items 4 through 7) to be routine
matters, so your broker may not
vote on these
matters in its discretion.
Under the NYSE rules for member organizations: (i) the election of directors; (ii) the non-binding advisory
vote to approve the compensation of the company's NEOs; (iii) the approval of the Stock Incentive Plan of 2015; and (iv) each of the shareholder proposals described in this proxy statement are not
matters on which a broker may
vote without your instructions.
As a result, brokers who do not receive instructions from you as to how to
vote on that
matter generally may
vote your Shares
on that
matter in their discretion.
Having previously worked across the corporate governance, equities research, private equity and strategy consulting sectors, Michael now advises ASX boards and senior managers
on governance - related
matters and in the execution of corporate actions and
vote - related company meetings, including shareholder activism campaigns and proxy battles both in Australia and abroad.
A board acting in this capacity and with the knowledge of the company's business and the implications for a particular proposal
on that company's business is well situated to analyze, determine and explain whether a particular issue is sufficiently significant because the
matter transcends ordinary business and would be appropriate for a shareholder
vote.
If you are a street name stockholder and you do not give
voting instructions to your broker or nominee, your broker will leave your shares unvoted
on this
matter.
If you own common stock in street name and do not either provide
voting instructions or
vote at the Annual Meeting, the institution that holds your shares may nevertheless
vote your shares
on your behalf with respect to the ratification of the appointment of Ernst & Young LLP as our independent auditors for the fiscal year ending December 31, 2018, but can not
vote your shares
on any other
matters being considered at the meeting.
In the absence of timely directions, your broker will have discretion to
vote your shares
on our sole «routine»
matter: the proposal to ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm.