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Directors of the vast majority of public companies are elected by a plurality of the votes cast in the election of directors. In plurality voting, the nominees for available directorships who receive the highest number of affirmative votes cast are elected irrespective of how small the number of affirmative votes is in comparison to the total number of shares voted (i.e., all affirmative votes and withheld votes). Theoretically, a nominee could be elected as a director with one affirmative vote and several million withheld votes under the plurality voting system.

In contrast, if majority voting were required for the election of directors, a nominee would typically be required to receive the affirmative vote of a majority of the total votes cast for and against such nominee in the election. Some proposals for majority voting exclude from the majority voting requirement situations in which (i) cumulative voting is permitted or (ii) the number of nominees exceeds the number of vacant directorships, and proxies are solicited by an individual other than the corporation.[i]

Section 2.16(1) of the Delaware General Corporation Law provides that, in the absence of a contrary provision in the certificate of incorporation or bylaws, “[d]irectors shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors . . .”

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