Voting
The mechanism by which shareholders or directors of a Texas corporation make decisions binding on the corporation. Shareholder voting governs election of directors and certain fundamental transactions; director voting governs ordinary management decisions.
Voting is the mechanism by which shareholders or directors of a Texas corporation make decisions binding on the corporation. Shareholder voting governs election of directors and certain fundamental corporate transactions; director voting governs ordinary management decisions.
Default voting rules
Election of directors (§ 21.359): the candidates receiving the highest number of votes cast by shareholders entitled to vote in the election are elected, up to the number of directors to be elected (plurality voting).
Other shareholder matters (§ 21.363): the affirmative vote of the holders of a majority of the shares entitled to vote on, and that voted for or against, the matter is the act of the shareholders, unless a different threshold is required by the certificate, the bylaws, or the TBOC.
Fundamental actions (§ 21.364): mergers, conversions, sales of substantially all assets, and certificate amendments require the affirmative vote of two-thirds of the outstanding shares entitled to vote, unless the certificate provides for a different threshold (which may be as low as a majority).
Number of votes
Each outstanding share is entitled to one vote on each matter submitted to a vote at a shareholders' meeting unless the certificate provides otherwise. § 21.366.
Class voting and SB 29
Under § 21.364(d)(1), as amended by SB 29 effective May 14, 2025, Texas corporations may waive separate class or series voting in their certificates of formation, including in connection with fundamental actions. See Class Voting.