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Many companies now elect their boards annually, as opposed to "staggering" director elections every year, making it easier for dissidents to gain control.
a. Director Elections.
The default for director elections is different (plurality voting, DGCL 216.3), but most large corporations have instituted some form of majority voting rule for director elections as well.
Our paper titled "The Power of Shareholder Votes: Evidence from Director Elections" aims to answer the question: Do shareholder votes matter in uncontested director elections?
As a result, companies that have adopted majority voting often face significant hurdles in director elections.
Despite increased investor scrutiny of directors' qualifications and tenure, support for director elections continues to rise.
The provision, added to Mellanox's governing documents, requires universal proxies in all contested director elections.
And, if so, how should director elections be structured to help achieve the right board composition?
The anticipation of deadlock can affect board composition through director elections.
The adoption of annual director elections is a case in point.
Should director elections be staggered or should all directors be chosen at once?
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