Advisory vote on a resolution relating to named executive officer compensation

The matter

Holders cast a non-binding advisory vote on a resolution approving the compensation of the company's named executive officers as described in the proxy statement. The vote is advisory and does not bind the board or the compensation committee.

Standard at the meeting

Majority of the shares present in person or represented by proxy and entitled to vote on the proposal

An abstention

counts as a vote against

A broker non-vote

has no effect

Routine for brokers

no

Read from that filing/where the two differ, the filing governs/the board recommendation is context and changes no record

Intent, not a shareholder vote/weights are re-read at the cutoff, and can only fall