20 December 2006 — Lexington (KY): Lexmark International’s board of directors has amended the company’s by-laws to adopt a majority vote standard for the election of directors in uncontested elections.
The adoption of the majority vote standard requires each director to receive a majority of the votes cast with respect to that director. Previously, directors were elected under a plurality vote standard, which meant that the candidates receiving the most votes would be elected without regard to whether those votes constituted a majority of the shares voting at the meeting. Contested elections (in which there are more nominees than directors to be elected) will continue to use the plurality standard.
The new majority vote standard is effective immediately and will be implemented at Lexmark’s upcoming Annual Meeting of Stockholders on 26 April.