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With the Securities and Exchange Commission’s controversial shareholder proxy access proposal stalled, another corporate governance battle has come to the forefront: a majority-vote standard for director elections. There seems to be considerable momentum for making the change, with a number of stakeholder campaigns underway to encourage companies to require a majority vote of ballots cast in the election of directors. Under the plurality-vote standard that is now common, since director elections are usually uncontested, candidates win as long as they get a single affirmative vote, no matter how many votes are withheld.

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