Voting

[LIBERTYKID]

Code Section 409(e)(5) provides that the pass-through voting on the specified matters in Code Section 409(e)(3) for non-registration type securities will be met if the plan permits each participant one vote with regard to such issue. I am concentration on the language "will be met." Is "one-person, one- vote" an absolute requirement, or can the plan permit voting based on total shares held by each participant? Is there any authority for an alternative method of voting?

[ESOP Guy]

Doesn't B mean in 409(e)(3)?

A has 500 shares in his ESOP account. B has 700 share in his ESOP account.

A gets one vote and B gets one vote. Per A but B says the Trustee will vote the share in proportion of how A and B vote. So A got one vote and said "Yes" and B got one vote and said "No". The trustee would vote 500 "yes" and 700 "no".

The reality is I have never seen an ESOP that doesn't in effect allow the participants vote the shares in their account. Some allow fractional shares to vote and other only allow people to vote their whole shares but I have never seen just 1 vote person.