If you do not provide specific
voting instructions on a properly executed proxy card or when voting over the phone or Internet, your shares will be voted as recommended by the Board.
If you sign and return your proxy card but do not give
any voting instructions on your proxy card, these individuals will vote your shares by following the Board's recommendations above.
Please complete, sign, date and return each Tesla proxy card or voting instruction card that you receive, and / or follow
the voting instructions on each Notice of Internet Availability or other notice you receive, to ensure that all your shares are voted.
In order to minimize the number of broker non-votes, Apple encourages you to provide
voting instructions on each proposal to the organization that holds your shares by carefully following the instructions provided in the Notice and the voting instruction form.
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Meet the latest class of top college startups — and below, see the
instructions on how to
vote for your top pick.
For specific
instructions on how to
vote your shares, please refer to the
instructions on the Notice you received in the mail, the section titled «Questions and Answers About the Proxy Materials and the Annual Meeting» beginning
on page 11 of this proxy statement or, if you requested to receive printed proxy materials, your enclosed proxy card.
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 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»).
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.
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.
If no
instructions are indicated
on a properly executed proxy card or over the telephone or Internet, the shares will be
voted as recommended by our board of directors.
If you are a beneficial holder and do not provide specific
voting instructions to your broker, under a recent rule change the organization that holds your shares will not be authorized to
vote on the election of directors.
For participants in the IBM Stock Fund investment alternative under the IBM 401 (k) Plus Plan: In order to have the Trustee
vote your shares as you direct, you must timely furnish your
voting instructions over the Internet or by telephone by 12:01 a.m. EDT
on April 25, 2016, or otherwise ensure that your card is signed, returned and received by such time and date.
You can revoke your proxy at any time before it is
voted at our Annual Meeting, subject to the
voting deadlines that are described
on the proxy card or
voting instructions, as applicable.
By telephone — Stockholders of record who live in the United States or Canada may request a paper proxy card from Tesla by following the procedures in the Notice of Internet Availability, and submit proxies by telephone by following the «
Vote by Telephone»
instructions on the proxy card until 1:00 a.m., Central time
on June 5, 2018.
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.
If you wish to give specific
instructions with respect to the
voting of directors, you may do so by indicating your
instructions on your proxy card or when you
vote by telephone or over the Internet.
If you are a beneficial owner, you did not receive a Notice of Internet Availability directly from us, but your broker, bank or other intermediary forwarded you a notice with
instructions on accessing our proxy materials and directing that organization how to
vote your shares, as well as other options that may be available to you for receiving our proxy materials.
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.
The written document you sign to designate someone as your proxy is usually called a «proxy card» or a «
voting instruction form» depending
on how the ownership of your shares is reflected in our records.
THIS CARD WILL ALSO BE USED TO PROVIDE
VOTING INSTRUCTIONS TO THE TRUSTEE FOR ANY SHARES OF COMMON STOCK OF INTERNATIONAL BUSINESS MACHINES CORPORATION HELD IN THE IBM STOCK FUND INVESTMENT ALTERNATIVE UNDER THE IBM 401 (k) PLUS PLAN
ON THE RECORD DATE, AS SET FORTH IN THE NOTICE OF 2016 ANNUAL MEETING AND PROXY STATEMENT.
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.
If your shares are held in street name, you may
vote your shares before the meeting over the internet by following the
instructions on the Notice you received or, if you received a
voting instruction form from your brokerage firm, bank, or other similar entity by mail, by completing, signing, and returning the form you received.
The proxy holders (that is, the persons named as proxies
on the proxy card) will
vote your shares of Common Stock in accordance with your
instructions at the Annual Meeting (including any adjournments or postponements thereof).
If you
vote by proxy card or
voting instruction card and sign the card without giving specific
instructions, your shares will be
voted in accordance with the recommendations of the Board (FOR all of HP's nominees to the Board, FOR ratification of the appointment of HP's independent registered public accounting firm, FOR the approval of the compensation of HP's named executive officers, FOR the approval of an annual advisory
vote on executive compensation, FOR the Hewlett - Packard Company 2011 Employee Stock Purchase Plan and FOR the approval of an amendment to the Hewlett - Packard Company 2005 Pay - for - Results Plan to extend the term of the plan).
You may change your
vote at any time prior to the
vote at the annual meeting, except that any change to your
voting instructions for the HP 401 (k) Plan must be provided by 11:59 p.m., Eastern time,
on March 20, 2011 as described above.
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.
The written document you complete to designate someone as your proxy is usually called a «proxy card» or a «
voting instruction form» depending
on how the ownership of your shares is
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.
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.
What's more, to get legislation through Congress relying only
on Republican
votes, the majority must rely
on reconciliation
instructions contained in a budget resolution.
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.
If you are a beneficial owner of Shares and your Shares are held in street name as described above, you will be admitted to the 2015 Annual Shareholders» Meeting only if you present either a valid legal proxy from your bank, broker, or other nominee as to your Shares, the notice of internet availability of the proxy materials (if you received one), a
voting instruction form that you received from your bank, broker, or other nominee (if you have not already completed and returned the
voting instruction form), or a recent bank, brokerage, or other statement showing that you owned Shares as of the close of business
on April 10, 2015.
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.
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»).
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.
If your Shares are held through the 401 (k) Plan or the Wal - Mart Puerto Rico 401 (k) Plan, you must provide
instructions on how you wish to
vote your Shares held through such plans no later than 11:59 p.m. Eastern time
on June 2, 2015.
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.
Street name stockholders should generally be able to
vote by returning a
voting instruction form, or by telephone or
on the Internet.
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.
You must follow the
voting instructions provided by your broker, bank or other nominee in order to direct your broker, bank or other nominee
on how to
vote your shares.
A broker or other nominee can not
vote without
instructions on non-routine matters, and therefore broker non-votes may exist in connection with Proposals No. 1 through No. 3, Proposals No. 6 through No. 11, and the Floor Proposal.
If you request printed copies of the proxy materials by mail, you may
vote by proxy by calling the toll free number found
on the
voting instruction form.