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Special Meeting means a special meeting of the holders of Voting Shares, called by the Board of Directors for the purpose of approving a supplement or amendment to this Agreement pursuant to Subsection 5.4(b); Annual Meeting means the annual meeting of the stockholders of the Company.
The typical lower threshold is 10% of the shares, while most others require either 25% of the shares (Microsoft's level) or 50% or 51% of the shares. Most companies that allow shareholders to call a special shareholder meeting use one of these standards.
Shareholders typically vote for the board of directors at the annual meeting of shareholders. In most cases, shareholders can vote in person at the meeting or by proxy, which allows them to appoint someone else to vote on their behalf. Some companies may also allow shareholders to vote by mail or online.
Special meetings of the shareholders may be called for any purpose or purposes, at any time, by the Chief Executive Officer; by the Chief Financial Officer; by the Board or any two or more members thereof; or by one or more shareholders holding not less than 10% of the voting power of all shares of the corporation ...
A 'Special Meeting' is a meeting of members that is not regularly scheduled and usually called by the Board of Directors, or the members meeting the minimum threshold required, for a particular purpose.
Common shares represent a claim on profits (dividends) and confer voting rights. Investors most often get one vote per share owned to elect board members who oversee the major decisions made by management.
At special meetings or by written consent, shareholders unhappy with the present board may be able to elect directors more to their liking.
In the context of electing a director, each share is usually entitled to one vote per director seat. For example, if a shareholder owned 100 shares and three directors were up for election, the shareholder can cast up to 100 votes per director for a total of 300 votes.