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The five nominees for election as directors at the Annual Meeting who receive the highest number of affirmative votes will be elected, provided that a quorum is present at the Annual Meeting.

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For Cytodyn a quorum is the equivalent of 1/3rd of the potential voting shares actually voting. Voters will vote on all nominees on the ballot, yes or no. Those nominees to the board with the highest 5 vote totals will be seated on the board.

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Stockholders are not permitted to cumulate their votes for the election of directors.

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What I believe they are saying here - Let's say there are 6 nominees. Shareholders would have 6 potential votes but couldn't use those votes for one nominee. They would have to vote individually with 1 vote yes or no for each nominee.

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Votes may be cast for or withheld from the directors as a group, or from any individual nominee shares that are not represented at the Annual Meeting

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You can vote as group by allowing someone to vote as your proxy.

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shares that are withheld and broker non-votes, if applicable, will have no effect on the outcome of the election.

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If you don't vote at all it won't effect the election.