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    California And The "Entitled To Vote" Standard

    Recently, I came across a proxy statement for a California corporation that stated the vote required for shareholder action on several proposals was "the affirmative vote of the majority of the shares represented at the Annual Meeting and entitled...

    Section 204(a)(5), Corporate Governance, abstentions, articles of incorporation, Bylaws, entitled to vote, Section 602, votes cast

    Continuing Confusion About Shareholder Approval Requirements

    I continue to read confused statements in proxy statements about the vote required for shareholder action.  The default voting rule in Delaware is found in Section 216(2) of the Delaware General Corporation Law:

    section 602(a), Section 216, Corporate Governance, abstentions, dgcl, entitled to vote, stockholder approval, votes cast