The Harvard Law School Forum on Corporate Governance https://corpgov.law.harvard.edu The leading online blog in the fields of corporate governance and financial regulation. Sun, 17 May 2026 11:30:53 +0000 en-US hourly 1 https://wordpress.org/?v=6.5.8 https://corpgov.law.harvard.edu/wp-content/uploads/2024/02/cropped-photography-4-e1706898544564-1-32x32.png How Plurality Voting Allows Directors to Stay on the Board Without Majority Support – The Harvard Law School Forum on Corporate Governance https://corpgov.law.harvard.edu 32 32 How Plurality Voting Allows Directors to Stay on the Board Without Majority Support https://corpgov.law.harvard.edu/2026/03/19/how-plurality-voting-allows-directors-to-stay-on-the-board-without-majority-support/?utm_source=rss&utm_medium=rss&utm_campaign=how-plurality-voting-allows-directors-to-stay-on-the-board-without-majority-support https://corpgov.law.harvard.edu/2026/03/19/how-plurality-voting-allows-directors-to-stay-on-the-board-without-majority-support/#respond Thu, 19 Mar 2026 11:32:38 +0000 https://corpgov.law.harvard.edu/?p=179828?d=20260319093553EDT Posted by Devin Rourke, Sarah Wenger,and Aaron Wendt, Glass Lewis, on Thursday, March 19, 2026
Editor's Note:

Devin Rourke is a Research Analyst, Sarah Wenger is a Lead Analyst, and Aaron Wendt is a Senior Director of Research at Glass Lewis. This post is based on their Glass Lewis memorandum.

Key Takeaways

  • Out of the 22,635 U.S. director election proposals Glass Lewis covered in the 2025 proxy season, there were 72 directors from 48 different companies who did not receive majority shareholder support.
  • Of those 72, only seven successfully resigned. Six had their resignations rejected and the remaining companies took no action, instead ignoring the vote outcome and letting the directors continue to serve despite not receiving majority shareholder support.
  • These majority-unsupported directors stay on due largely to plurality voting, which removes the possibility of failing to be elected, so long as there are uncontested board seats available.
  • In 2025, 50 of the 72 majority-unsupported directors, or 69.4% of total, served on boards that use plurality voting and do not require a resignation policy for uncontested director elections.
  • Negative governance practices insulate boards from shareholder concerns. In 2025, 39.6% of companies with majority-unsupported directors had a classified board, and 12.5% had a multi-class share structure.

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