I Find More Confusion On Tallying Votes


I recently came across the following vote tally in Item 5.07 of Form 8-K:

  • 73,197,209 votes for (28.9% of the voted shares)
  • 177,776,280 votes against (70.2% of the voted shares)
  • 2,113,797 abstentions (0.8% of the voted shares)
  • 26,725,569 broker non-votes

Item 5.07(b) requires disclosure of “the number of votes cast for, against or withheld, as well as the number of abstentions and broker non-votes as to each such matter . . .”.  This disclosure complies but I find it illogical.

As I’ve discussed many times (see, e.g., Jeremy Bentham – Present But Not Voting), abstentions are by definition shares that are not voted.  Therefore, in my view it makes no sense to express the number of abstentions as a percentage of the “voted shares”.   It’s a bit like saying “I have 3 cats and a dog and my one dog represents 25% of the cats.”

Pompeii & The Ampersand

Have you ever wondered about that strange word “ampersand”?  It’s actually a contraction of two English and two Latin words “and per se and”.  The symbol is the result of a ligature of the Latin word et, which means and.  A very early, if not the earliest, example of this logogram can be found scrawled on a wall in the ancient and doomed city of Pompeii.


Pompeii with Mt. Vesuvius in the background



DISCLAIMER: Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations.

© Allen Matkins | Attorney Advertising

Written by:


Allen Matkins on:

Readers' Choice 2017
Reporters on Deadline

"My best business intelligence, in one easy email…"

Your first step to building a free, personalized, morning email brief covering pertinent authors and topics on JD Supra:

Sign up to create your digest using LinkedIn*

*By using the service, you signify your acceptance of JD Supra's Privacy Policy.

Already signed up? Log in here

*With LinkedIn, you don't need to create a separate login to manage your free JD Supra account, and we can make suggestions based on your needs and interests. We will not post anything on LinkedIn in your name. Or, sign up using your email address.