Also known as: plurality of votes cast · plurality vote
Written by attorneys · grounded in primary & secondary sources — see below
A voting standard under which the candidate or slate receiving the greatest number of affirmative votes wins an election. The standard applies once a quorum is present and governs unless the articles of incorporation specify a different requirement such as a majority of votes cast.
Atlas Insurance Group held its annual meeting to fill one board seat. Lopez received 400000 for votes while the next two candidates received 300000 and 200000 for votes respectively. Shareholders also cast 600000 withhold votes. Because the articles and bylaws were silent on voting standards, the plurality rule controlled and Lopez took the seat as the top vote getter.
Helix Pharma conducted its annual meeting to elect directors. Preferred shareholder Atlas claimed the right to cumulate votes based on early term sheets. The charter was silent on cumulative voting and the meeting materials contained no conspicuous statement authorizing it. Under the default plurality rule the management slate received the most votes for each seat and prevailed.
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Yes. Withhold votes do not function as negative votes that defeat a candidate. The plurality rule awards the seat to the candidate who receives more for votes than any competing candidate regardless of the number of withhold votes.
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No. The default rule requires only a plurality of the votes cast at a meeting where a quorum is present. A majority requirement must be expressly adopted in the articles or bylaws.
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No. Cumulative voting exists only when the articles expressly authorize it or use words of similar import. Absent such language the default straight voting and plurality election rules apply.
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The meeting notice or proxy statement must conspicuously state that cumulative voting is authorized or a shareholder must give the corporation at least 48 hours notice of intent to cumulate. If one shareholder gives timely notice all others in the voting group may cumulate without further notice.
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…special meeting on June 21, 2011 where the stockholders would have the opportunity to elect a majority of the Airgas board by a plurality vote — but only if Air Products’ bylaw proposal did not receive a majority of votes at the 2010 annual meeting. K. The $65.50 Offer On September 6, 2010, Air Products further increased…