Harris Teeter 2011 Annual Report Download - page 68

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VOTING SECURITIES
Pursuant to the provisions of the North Carolina Business Corporation Act, December 9, 2011, 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 49,279,655 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,” if any, are counted as present and entitled to vote for purposes of determining a quorum.
Under the rules of the New York Stock Exchange Inc. (the “NYSE”), a bank, broker or other nominee holding
the Company’s shares in “street name” for a beneficial owner has discretion (but is not required) to vote the client’s
shares with respect to “routine” matters if the client does not provide voting instructions. The bank, broker or other
nominee, however, is not permitted to vote the client’s shares with respect to “non-routine” matters without voting
instructions.A“broker non-vote” occurs when a bank, broker or other nominee does not vote on a particular proposal
because that bank, broker or other nominee does not have discretionary voting power for that particular item and
has not received instructions from the beneficial owner.
The proposal to elect directors and the advisory (non-binding) “Say on Pay” vote to approve the compensation
of the Company’s named executive officers are considered non-routine matters under the NYSE rules, which means
that your bank, broker or other nominee may not use its discretion to vote your shares held in street name on those
matters without your express voting instructions.
The proposal to ratify the appointment of KPMG LLP as the Company’s independent registered public
accounting firm is considered a “routine” matter under the NYSE rules, and the Company believes that the proposal
to amend the Company’s Restated Articles of Incorporation to change the Company’s name will be treated as a
“routine” matter, which means that your bank, broker or other nominee will have discretionary authority to vote
your shares held in street name on those matters. Accordingly, if you do not instruct your bank, broker or other
nominee to vote your shares on those matters, the bank, broker 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.
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