Salamone v. Gorman, Del. Supr., No. 343, 2014 (Del. 9, 2014). This Delaware Supreme Court decision interprets a voting agreement to determine whether it provides for a method of voting to elect directors based on a per capita, or a per share, framework. This appeal was based on a summary proceeding under Section 225 of the Delaware General Corporation Law to determine the composition of the board.
This opinion features noteworthy analyses of DGCL Section 212 which is the default rule of one share/one vote, and also includes a helpful discussion of the distinction between the nominating process and the process to elect board members. Also useful is the discussion of voting agreements under DGCL Section 218.
The net result of this decision was that Delaware’s high court reversed the Chancery in part and affirmed in part.