Agoraphobia wrote:Confused - what's a quorum for shareholder voting? Is it the majority of votes ENTITLED to vote AND Present at the meeting? How does proxy voting figure in to this equation? tia
Quorum for shareholder votes is a majority number of outstanding shares, present physically or through proxy. All outstanding shares are entitled to be voted by someone
, it just may not be the person who as of the date of the meeting holds the shares. The person entitled to vote the stock is the person who owned the stock as of the X-date (or record date, I believe, is the term Themis uses).
So if on the Record Date, A owns the shares but between the record date and shareholder meeting, sells her shares to B, A is still entitled to vote the shares at the shareholder meeting. Which is counterintuitive as shit, but there you are. The more likely result in the real world if someone's sold their shares between record date and the meeting is that they just don't show up and the shares don't get voted at all or they arrange a proxy with the person who took their shares.
**Remember: We don't care how many SHAREHOLDERS are there, we just care how many SHARES are represented. So the shareholder doesn't have to physically be present. They can arrange for the shares to be voted by someone else through a proxy agreement.
That's to have a quorum present. To have a vote one way or the other, it's more yeas than nays. Think of it that way instead of a majority of shares present because people can choose to abstain from the vote and their shares aren't counted in the vote at all. abstention won't equal a nay, essentially.
Keep in mind too, this is different from the rules about Directors voting. That is a simply majority of directors for a quorum and to carry a motion is a simple majority of directors present.
***Also, in light of the below post, this above is just general non-state-specific corporate law as taught by Birdthistle. And the edits are because I keep using confusing sentences.