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