As stated in the Company’s Bylaws, each director shall be elected by a majority of votes properly cast at an election of directors. However, if the number of director nominees for any director election exceeds the number of directors to be elected (a “Contested Election”), director nominees shall be elected by a plurality of the votes cast by holders of the shares entitled to vote at any meeting for the election of directors at which a quorum is present.
In an election of directors that is not a Contested Election, a “majority of votes properly cast” means that the number of shares properly voted “for” a director nominee must exceed fifty percent (50%) of the total number of shares properly voted with respect to that director nominee. In determining the number of shares properly voted with respect to a director nominee, abstentions with respect to that director’s election shall not be included.
In an election of directors that is not a Contested Election, if a director does not receive a majority of votes properly cast, that director shall promptly offer his or her resignation to the Chairman of the Board following certification of the shareholder vote. Upon the advice of the Corporate Governance Committee, the Board shall determine whether or not to accept such resignation within ninety (90) days following such certification. Any director who tenders his or her resignation pursuant to this policy shall not participate in deliberations or voting with regard to the tendered resignation.
To the extent that one or more directors’ resignations are accepted by the Board, the Corporate Governance Committee will recommend to the Board whether to fill such vacancy or vacancies or to reduce the size of the Board.