Many companies use supermajority voting requirements to keep shareholders from changing corporate bylaws. Majority voting should be the standard for shareholders to amend bylaws at all companies. Companies run by entrenched authoritarians oppress workers, externalize costs, and support presidents who act like dictators.
To ensure a harmonious society and a salubrious environment, support the movement to democratize corporations. Eliminating supermajority vote requirements is key. Get that right, and shareholder majorities can amend the bylaws to elect directors who care about growing our companies and our wealth by engaging employees and operating sustainably.
- End Supermajority Shareholder Voting Standards (Sing out with Music for a Democratic Corporate Governance)
End Supermajority Requirements: Win a Threshold Right
Eliminating supermajority standards is a threshold right that ensures shareholders have at least some degree of say over those who direct the corporations they invest in. This right could become increasingly important in a world where shareholders’ ability to file precatory (advisory) resolutions or to sue their own companies over alleged mismanagement and other director/officer decisions is increasingly restricted. Rules are being tightened for shareholder proposals and derivative lawsuits, and are being codified in very protective business judgment rules. Our governments are pushing for more autocratic rule by executives, from CEOs to the President.
For example, Texas took the action I warned against. Other states are contemplating similar measures. I’ve been filing shareholder proposals for 25 years. It’s been a rewarding activity. As I approach my eighties, I realize it’s time for a younger generation to take over. In the post below, I discuss the importance of ending supermajority vote requirements. Then I’ll provide an example proposal on this topic that I recently submitted to Marriott International Inc. (McRitchie MAR – SMV). Finally, I’ll list more than 500 companies where such proposals could be filed and where companies could be transformed by using all the brains in the room.
Not Easy
In my experience, this is one of the more difficult shareholder proposals to win. If you are a novice, start with one of the others in this series of “Become a Shareholder Advocate.” For example, if your company doesn’t have a majority-vote requirement to elect directors or shareholders’ right to call special meetings, start there. If you win a majority vote on one of those proposals but the company’s bylaws require a supermajority vote for shareholders to make such changes, at least you will have tested the waters.
Filing proposals to end supermajority vote requirements could set you on a course of getting to know the companies you invest in and learning how to shape their corporate governance. Again, earning such skills could become increasingly important as shareholder rights come under attack. See, for example, The SEC, Delaware, and the High Stakes for Investors on Advisory Shareholder Proposals and Investor Rights at Risk. It can also be profitable as you learn more about the companies in your portfolio and adjust your investments accordingly.
End Supermajority Requirements: Why Important
Supermajority voting requirements are not just technical barriers—they are structural tools of entrenchment. These provisions prevent shareholders from exercising even the most basic right in corporate governance – the right to amend bylaws by majority vote. That is why eliminating supermajority requirements is one of the most important reforms a shareholder advocate can pursue.
Supermajority thresholds—often two-thirds or more of outstanding shares—are difficult to meet, especially considering that many retail investors do not vote, and institutional votes are often split or constrained by internal policies. This effectively blocks shareholder-initiated reforms, even when a clear majority supports them. In such cases, the supermajority requirement acts as a veto point for the status quo, shielding entrenched management and boards from accountability.
Both Institutional Shareholder Services (ISS) and Glass Lewis agree: supermajority provisions are a barrier to shareholder rights and should be eliminated unless there is a compelling, company-specific rationale to retain them. For example, supermajority thresholds may protect minority holders from such a large shareholder.
Positive Trend at Risk
The trend in corporate governance is clear. In 2010, 58% of S&P 500 companies had supermajority requirements; by 2024, that number fell to 35% (ISS Governance Insights, 2024). In the 025 proxy season alone, 75% of shareholder proposals to eliminate these provisions passed, with average support exceeding 70% (Alliance Advisors, 2025 Proxy Season Review).
The academic case is just as compelling. A foundational study by Bebchuk, Cohen, and Ferrell (Harvard Law School) shows that companies with fewer entrenching governance provisions—like classified boards, poison pills, and supermajority rules—have significantly higher firm valuations, as measured by Tobin’s Q. You can access the full study here: Bebchuk et al “What Matters in Corporate Governance.“
For over 80 years, these proposals have offered investors a structured, cost-effective way to communicate concerns about governance, compensation, sustainability, and systemic risk. On October 9, 2025, Chair Atkins proposed a sharp departure from this framework during a keynote address at the John L. Weinberg Center for Corporate Governance.
Today Even More Important
In a climate where shareholders face mounting obstacles—from narrowed SEC interpretations of Rule 14a-8, to state-level rollbacks of shareholder rights, to judicial doctrines like the business judgment rule that defer heavily to boards—it is essential to preserve and expand what few tools we have left. Ending supermajority requirements does exactly that: it opens the door to further reforms. Without this foundational change, even majority-supported proposals (like board declassification or special meeting rights) may languish without implementation, as the bylaws cannot be amended without meeting artificially high voting thresholds.
This is why ending supermajority requirements is not just a governance prefereit’sit’s a threshold right. If shareholders cannot govern the rules by which they govern, then they are not truly participants in corporate oversight, but passive financiers. And as more capital is controlled by index funds that cannot easily exit positions, meaningful governance rights are more important than ever.
Ultimately, removing these barriers allows shareholders to align corporate practices with long-term value creation, sustainability, and workforce engagement. It reclaims the corporation as a social institution—not one run by unaccountable insiders, but one directed by its true owners.
End Supermajority Requirements: Marriott International
My wife and I have previously submitted proposals to Marriott to reduce their supermajority requirements in 2014, 2015, and 2016; to allow shareholders to call special meetings in 2018; to allow shareholders to act by written consent in 2019; and to require more recent reporting on pay equity. The AFL-CIO and others have also filed to end supermajority requirements and other topics at Marriott. They won more votes than we did.
At least we had email addresses for staff at Marriott and knew our proposal wouldn’t get lost in the ether. Over the years, we have made some progress, but it has been difficult. I’m not sure this proposal is the right one for this season, so I may discuss other options with them. We will see.
End Supermajority Requirements: Some Companies in Need of a Shareholder Proposal
Here is the promised spreadsheet of more than 500 companies that I believe maintain supermajority vote standards for shareholders seeking to amend bylaw provisions. (companies with supermajority vote standards: End Supermajority Requirements.) The list doesn’t include the largest or smallest companies. I have ranked them by size, with larger companies at the top. You may want to make a copy and sort it alphabetically.
Keep in mind, while you may win a majority vote on overturning supermajority standards, it will take 67% or more to actually win the vote. Be sure to double-check the bylaws of any company you select from the list, since the company may have updated them… or I could have gotten it wrong. Again, check the latest proxy to learn where to send your proposal after you use my template.
You can find these filings on the SEC’s Electronic Data Gathering, Analysis, and Retrieval (EDGAR) system. I find CapEdge more user-friendly. Both are free. Let me know if you find even better free sites for SEC filings.
Filing Tips
For tips on transmittal letters, broker letters, and more, see the initial post in this series, Declassify Boards: Become an Advocate. You can also find additional helpful information in our Shareowner Action Handbook. I see some material there, like Corporate Governance for the 99% is over 10 years old. If you start filing proposals and can’t find the answers to your questions in this series on becoming a shareholder advocate or in the Handbook, contact me. I’ll try to help, and you might just motivate me to update the Handbook.
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Majority Vote Requirements for Directors: Become an Advocate
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