Proxy vote quorum and count, IMO
The R/S Proxy vote.. DEF 14a
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Quorum.. Person or proxy, no less than 1/3 (of 494,170,082 = 164,558,638) of common Stock outstanding must be presented.
Any vote present are part of the 164,558,638 plus needed for the vote.
Broker non-votes or abstentions (undeclared vote) are part of the quorum but cannot be counted as a YES vote. (otherwise is a NO vote)
To sum it up, there needs to be a total of 164,558,638 (or more) proxies submitted and of these, there must be more than 50% YES votes to pass.
Seems simple to me.. Now blast away.. lol G/L