Best Buy 2010 Annual Report Download - page 6

How many votes are required to approve an item of What if I change my mind after I vote via proxy?
business? You may revoke your proxy at any time before your
Pursuant to our Amended and Restated Articles of shares are voted by:
Incorporation and our Amended and Restated By-laws, • Submitting a later-dated proxy prior to the
each item of business to be voted on by the Meeting (by mail, Internet or telephone);
shareholders requires the affirmative vote of the holders
• Voting in person at the Meeting; or
of a majority of the shares of Best Buy common stock
present at a meeting and entitled to vote. • Providing written notice to Best Buy’s Secretary at
our principal office.
The rules of the New York Stock Exchange (‘‘NYSE’’)
allow brokerage firms to vote their clients’ shares on
Where can I find the voting results of the Meeting?
routine matters if the clients do not provide voting
instructions at least 10 days prior to the shareholder We will announce preliminary voting results at the
meeting. The ratification of the appointment of Meeting. We plan to publish the final voting results in a
Deloitte & Touche LLP as our independent registered Current Report on Form 8-K (‘‘Form 8-K’’) filed within
public accounting firm is considered a routine matter four business days of the Meeting. If final voting results
under NYSE rules. The election of directors is not are not available within the four business day timeframe,
considered a routine matter under NYSE rules. The we plan to file a Form 8-K disclosing preliminary voting
NYSE rules do not allow brokerage firms to vote their results within the required four business days, to be
clients’ shares on non-routine matters, including the followed as soon as practicable by an amendment to
election of directors, in the absence of affirmative voting the Form 8-K containing final voting results.
instructions.
Proxy Solicitation
If your brokerage firm votes your shares on routine
matters because you do not provide voting instructions, How are proxies solicited?
your shares will be counted for purposes of establishing We will request that brokerage firms, banks, other
a quorum to conduct business at the Meeting and in custodians, nominees, fiduciaries and other
determining the number of shares voted for or against representatives of shareholders forward the Notice of
the routine matter. If your brokerage firm lacks Internet Availability and, as applicable, the proxy
discretionary voting power with respect to an item that is materials themselves, to the beneficial owners of our
not a routine matter and you do not provide voting common stock. We expect to solicit proxies primarily by
instructions (a ‘‘broker non-vote’’), your shares will be Internet and mail, but our directors, officers, other
counted for purposes of establishing a quorum to employees and agents may also solicit proxies in
conduct business at the Meeting, but will not be counted person, by telephone, through electronic transmission
in determining the number of shares voted for or and by facsimile transmission. Our directors and
against the non-routine matter. Abstentions are counted employees do not receive additional compensation for
as present and entitled to vote for purposes of soliciting shareholder proxies.
determining a quorum and will have the same effect as
votes against a proposal. Who will pay for the cost of soliciting proxies?
We pay all of the costs of preparing, printing and
distributing proxy materials. We will reimburse brokerage
firms, banks and other representatives of shareholders
for reasonable expenses incurred as defined in the NYSE
schedule of charges.
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