Home › Explainers › Against, Withhold and Abstain in director elections
What a vote against a director does depends on how the company elects its directors. Under plurality voting the ballot offers For and Withhold, and withheld votes do not by themselves stop a nominee being elected. Under majority voting the ballot offers For, Against and Abstain, and a nominee needs more votes For than Against. An abstention usually has no effect on the result.
SEC rules tie the choices on the proxy card to state law. Where state law gives legal effect to votes against a nominee, the card must offer Against and Abstain for each nominee instead of Withhold. Where it does not, the card may not offer Against and must offer a way to withhold authority (Rule 14a-4(b)(4)). A card with Against boxes means majority voting. A card with Withhold boxes means plurality voting.
The nominees with the most FOR votes fill the seats. Delaware law uses this standard unless the charter or bylaws say otherwise. A withheld vote is not counted toward the result. In an uncontested election, with one nominee per seat, any FOR votes at all are enough.
Withheld votes still send a signal, and some companies give them weight by policy: a director who receives more withheld votes than FOR votes must offer to resign, and the board decides whether to accept.
Most companies that use majority voting switch to plurality voting when an election is contested. At Air Products on January 23, 2025, 13 nominees ran for nine seats. The proxy statement said the nine with the most FOR votes would be elected, and that “withheld shares will have no effect on the outcome.” Board nominee Charles Cogut received 54,718,707 FOR votes and 121,433,074 withheld. He lost because nine other nominees had more FOR votes, not because of the withheld votes. Lisa A. Davis was elected with 103,606,433 FOR and 72,546,218 withheld.
A nominee needs more votes FOR than AGAINST. Abstentions are not votes cast, so they usually count neither way. The proxy statement says how the company treats them.
A sitting director who fails is not removed automatically. Under Delaware law a director holds office until a successor is elected and qualified. So companies with majority voting usually require a director who fails to offer to resign, and the board decides whether to accept.
The rules in full are in the methodology: How support is computed and Approved and Not approved.