Courtesy of Professor Bainbridge’s blog post, is a link to the 248-page study by attorney Claudia H. Allen that comprehensively examines recent developments in connection with majority voting in director elections. She describes how in the past, virtually all directors of U.S. public companies were elected by a plurality voting standard. In an uncontested election, this could, in theory, allow a director who received one vote to be validly elected. She discusses the recent changes on this matter at many companies, either by policy statements, or changes to their bylaws and/or charters.
She also describes (e.g., in the introduction at page iv) changes in state statutes, such as Delaware, whose DGCL now allows stockholders to adopt bylaws (not subject to amendment by the board) prescribing voting standards for director elections, and also allowing for resignations to be made effective upon the happening of a future event (such as failure to receive a majority vote), and coupled with the authority to make such tendering of conditional resignations irrevocable.