Directors are elected by what method?

• A. Majority of votes cast
• B. Plurality of votes cast
• C. Unanimous consent
• D. Proportional representation

Answer: (B)

In corporate elections, the directors are chosen by plurality of votes cast. This means the candidates who receive the most votes win the seats, and a candidate does not need an outright majority to be elected. This is the default rule when there isn’t a provision for something else in the certificate of incorporation or bylaws. It allows multiple seats to be filled in a single vote, with the top vote-getters taking those positions. It’s possible to alter this with cumulative voting, if those provisions exist, which lets a shareholder concentrate votes on fewer candidates to influence outcomes. Unanimous consent and proportional representation aren’t the standard methods for electing directors.