In Delaware corporate law, what is the default voting standard for electing directors?

In Delaware corporate law, the default voting standard for electing directors is plurality voting.

Section 216 of the Delaware General Corporation Law provides that, absent a different provision in the certificate of incorporation or bylaws, directors are elected by a plurality of the votes cast by shares present and entitled to vote. A candidate therefore needs more votes than competing candidates, not necessarily more than half of all votes.

That distinction matters in an uncontested election. If three director seats are open and three nominees receive votes, each nominee can win with a single affirmative vote if no opposing votes are cast, even if many shares are withheld. Plurality voting also prevents a tied or under-supported candidate from automatically losing merely because no nominee reaches 50 percent.

Delaware corporations may adopt majority voting or another standard through their governing documents, subject to statutory rules. Consequently, “default” is essential to the question: a particular Delaware corporation may use majority voting even though plurality is the statutory starting point.