What vote is required to adopt the Amended and Restated Certificate of Incorporation?

For approval of this proposal, the proposal must receive the "FOR" vote of a majority of the outstanding shares entitled to vote. Abstentions and broker non-votes (defined below) will have the same effect as a vote against the proposal. Q: What vote is required to ratify the selection of BDO Seidman, LLP as Forest’s independent registered public accounting firm for the fiscal year ending March 31, 2009?

A: For approval of this proposal, the proposal must receive the "FOR" vote of a majority of the shares present in person or by proxy and entitled to vote on the matter. Abstentions will have the same effect as a vote against the proposal. Q: What is a broker non-vote?

A: When shares are held in "street name", a broker non-vote may occur when a bank or brokerage firm does not vote on a proposal because it does not have discretionary voting power and has not received instructions from the beneficial owner of the shares. A broker non-vote is counted for the purpose of determining whether ... more.

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