Majority Voting
A director election standard requiring more than 50% of votes cast for a candidate to be elected.
What is Majority Voting?
Majority voting is a standard for electing board directors that requires each candidate to receive more than 50% of the votes cast to be elected. Under the alternative plurality voting standard, a director wins with simply the most votes — meaning they can be elected with a small minority of support if shareholders withhold or abstain in large numbers. Most S&P 500 companies now apply majority voting under pressure from institutional investors and proxy advisors. When a director fails to receive majority support under a majority-voting policy, they typically must tender a resignation that the board's nominating committee reviews and recommends accepting or rejecting within a defined period.
Example
Bank of America adopted a majority voting standard for director elections in 2012. Under its policy, any director receiving more than 50% withheld votes must tender a resignation to the nominating and governance committee within five business days. The committee then evaluates the resignation and makes a recommendation to the full board within 90 days.