majority affirmative vote definition
majority affirmative vote means that the votes cast “for” a nominee’s election exceed those voted “withhold,” with broker and other non-votes not being considered “votes cast.” You have been provided with options to vote “for” or “withhold” from each Director nominee. However, neither a “withhold” vote nor declining to vote for directors (assuming the presence of a quorum) affects whether a director nominee in an uncontested election is legally elected under the plurality vote standard (provided such nominee receives at least one “for” vote). But a “withhold” vote is considered in determining whether a director who is legally elected has received a “majority affirmative vote” for purposes of the resignation policy.
majority affirmative vote means that, in an election in which a quorum is present, the number of votes cast “for” the re-election of an Incumbent Director is greater than the number of votes cast “against” the re-election of the Incumbent Director.