- [fiduciaries; pledgors] Persons holding stock in a fiduciary capacity are entitled to vote these shares. Pledged stock is represented and voted by the pledgor, unless the pledgor has expressly empowered the pledgee in the transfer on the books of the corporation.
- [multiple record owners or fiduciaries] “If shares or other voting securities stand of record in the names of multiple persons …,[1] or if multiple persons have the same fiduciary relationship respecting the same shares, their votes will be counted as provided in the instrument or order granting such powers if it is furnished to the secretary of the corporation.[2] Otherwise, (1)/(2) the vote of the majority binds all;
but (3) if the vote is evenly split, it is counted proportionally unless the Court of Chancery or other court with jurisdiction appoints a tie-breaker upon application by one of the voting persons or by a beneficiary, if any.
[1] Examples include fiduciaries, members of a partnership, joint tenants, tenants in common, and tenants by the entirety.
[2] In particular, tenants have voting rights proportional to their interests.