It's based on their terms/agreement when setting up the proxy from my understanding. It's not uncommon, it's just how they set it up and is actually fair in the sense that we need to have a majority vote in FAVOR of the merger.
As an example on a short scale- Let's say Bluth's banana's has 5 board members- they're voting to get out of the banana business and start selling mayonegg's but this decision is major and requires majority vote...2 are for and 2 are nay- One of the board members abstained (had to perform in an "illusion" show)- The vote fails and they keep selling banana's (they eventually burn the company to the ground and collect the insurance money but that's another story); although this member didn't vote, it's counted as a nay given that the requirements of the proposal were a majority in favor of. RG
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