Davis Polk writes:
Over 40% of the Russell 3000 companies require directors to be elected by a majority of the votes cast. However, in a contested election, most often the standard reverts back to plurality, meaning that nominees who receive the most number of votes are elected regardless of whether they obtained a majority.
Ethan Allen is among the nearly 6% of companies that do not have a plurality carve-out, according to ISS. That posed the interesting question of what happens if none of the candidates on either ballot, or in any case less candidates than the seven available seats for the board, receive a majority of the votes cast.