Minor point. Jerry is correct, but there is an exception.
If somebody(ies) controls 50+% of the stock they do not need to vote. They simply assert they approve it, and that replaces a vote.
This might have been the case in the last NWBO R/S (I would need to look it up).
It is not the case now, LP and friends do not have 50+%, they need a vote.
BTW, I think a R/S is very unlikely.