Harris Teeter 2009 Annual Report Download - page 76

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2
VOTING SECURITIES
Pursuant to the provisions of the North Carolina Business Corporation Act, December 11, 2009, has been
fixed as the record date for the determination of shareholders entitled to notice of and to vote at the Annual
Meeting. Accordingly, only holders of the Common Stock of record at the close of business on that date will
be entitled to notice of and to vote at the Annual Meeting. On the record date, there were 48,750,158 shares of
Common Stock outstanding and entitled to vote at the Annual Meeting. Each share is entitled to one vote on each
matter expected to be presented at the Annual Meeting, including the election of directors.
The presence of the holders of a majority of the outstanding shares of common stock entitled to vote at the
Annual Meeting, present in person or represented by proxy, is necessary to constitute a quorum. Abstentions and
“broker non-votes” are counted as present and entitled to vote for purposes of determining a quorum.
If your shares are held in “street name” and you do not give instructions as to how you want your shares
voted, the bank, broker or other nominee who holds the Company’s shares on your behalf may, in certain
circumstances, vote the shares at its discretion. However, such bank, broker or other nominee is not required
to vote the shares of Common Stock and in some instances is prohibited from doing so. A “broker non-vote”
occurs when a bank, broker or other holder of record holding shares for a beneficial owner does not vote on a
particular proposal because that holder does not have discretionary voting power for that particular item and has
not received instructions from the beneficial owner.
With respect to “routine” matters, such as the ratification of the appointment of KPMG LLP as the
independent registered public accounting firm, a bank, broker or other nominee has authority (but is not
required) under the rules of the New York Stock Exchange, to vote a client’s shares if a client does not provide
instructions. When a bank, broker or other nominee votes its clients’ shares on routine matters without receiving
voting instructions, these shares are counted both for establishing a quorum to conduct business at the meeting
and in determining the number of shares voted “for”, or “against” such routine matters.
With respect to “non-routine” matters, such as the election of directors, a bank, broker or other nominee is
not permitted under the New York Stock Exchange rules to vote its clients’ shares if the clients do not provide
instructions. The bank, broker or other nominee will so note on the vote card, and this constitutes a “broker
non-vote.” “Broker non-votes” will be counted for purposes of establishing a quorum to conduct business at the
meeting but will not be counted for determining the number of shares voted “for”, “against” or “abstaining”
from such non-routine matters.
Accordingly, if you do not vote your proxy, your brokerage firm, bank or other nominee may either: (i) vote
your shares on routine matters and cast a “broker non-vote” on non-routine matters, or (ii) leave your shares
unvoted altogether.