CompUSA 2010 Annual Report Download - page 10

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A quorum is representation in person or by proxy at the Annual Meeting of at least a majority of the
outstanding Shares. Abstentions will have no effect on the election of directors (Proposal 1). Abstentions on other
matters will be treated as votes cast on particular matters as well as shares present and represented for purposes of
establishing a quorum, with the result that an abstention has the same effect as a negative vote. Where nominee
record holders do not vote on specific issues because they did not receive specific instructions on such issues from
the beneficial owners, such broker non-votes will not be treated as votes cast on a particular matter, and will
therefore have no effect on the vote, but will be treated as shares present or represented for purposes of establishing
a quorum.
If your shares are held through a broker, bank or other nominee, you must provide voting instructions to
such record holder in accordance with such record holder’ s requirements in order to ensure that your shares are
properly voted. If you do not provide your broker or other nominee with instructions on how to vote your “street
name” shares, your broker or nominee will not be permitted to vote them on non-routine matters (a broker “non-
vote”). Please note that Items 1, 2 and 3 are non-routine matters, and so shares subject to a broker “non-vote” will
not be considered entitled to vote with respect to Items 1, 2 and 3, and will not affect the outcome on those Items.
Please note that the rules regarding how brokers may vote your shares have recently changed. Brokers may no
longer vote your shares on the election of directors, or any other non-routine matters, in the absence of your specific
instructions as to how to vote. We encourage you to provide instructions to your broker regarding the voting of your
shares.
A list of stockholders of the Company satisfying the requirements of Section 219 of the Delaware General
Corporation Law shall be available for inspection for any purpose germane to the Annual Meeting during normal
business hours at the offices of the Company at least ten days prior to the Annual Meeting.
Revocability of Proxies
Any person signing a proxy in the form accompanying this proxy statement has the power to revoke it prior
to the Annual Meeting or at the Annual Meeting prior to the vote pursuant to the proxy. A proxy may be revoked by
any of the following methods:
• by writing a letter delivered to Curt Rush, General Counsel of the Company, stating that the proxy is
revoked;
• by submitting another proxy with a later date (i.e., by signing and submitting a new proxy card or by
revoting by phone or by Internet as instructed above; only your latest proxy card, phone or Internet vote
will be counted; or
• by attending the Annual Meeting and voting in person.
Please note, however, that is a stockholder’ s shares are held of record by a broker, bank or other nominee
and that stockholder wishes to vote at the Annual Meeting, the stockholder must bring to the Annual Meeting a letter
from the broker, bank or other nominee confirming that stockholder’ s beneficial ownership of the shares.
On April 15, 2011, the record date, there were outstanding and entitled to vote (excluding Company
treasury shares) 36,649,264 Shares entitled to one vote per Share. Only Stockholders of record at the close of
business on the record date will be entitled to vote at the Annual Meeting and at any and all adjournments or
postponements thereof. Stockholders will not be entitled to appraisal rights in connection with any of the matters to
be voted on at the Annual Meeting.
Internet Posting of Proxy Materials
Why did I receive a notice regarding the internet availability of proxy materials instead of paper copies
of the proxy materials?
This year, like last year, we are using the Securities and Exchange Commission, or SEC, “Notice Only”