In a contested election, where the number of nominees exceeds the number of directors to be elected, directors will be elected by a plurality of the votes cast.

“The board’s decision to adopt majority voting for the election of directors demonstrates Sara Lee’s long-term commitment to the highest standards of corporate governance and shareholder accountability,” said Brenda Barnes, chairman and chief executive officer of Sara Lee Corp. “We believe this amendment will benefit all our stakeholders.”

In addition the board amended its corporate governance guidelines to require an incumbent director who does not gain a majority vote in an uncontested election to give his or her resignation to the board, which will then decide whether or not to accept the resignation and publically disclose its decision within 90 days following certification of the stockholder vote.