Supermajority Requirement
A charter or bylaw provision requiring more than a simple majority — often 66.7% or 75% — for certain decisions.
What is Supermajority?
A supermajority requirement is a provision in a company's corporate charter or bylaws that mandates certain significant decisions be approved by more than a simple majority of shareholder votes — commonly 66.7%, 75%, or even 80%, though thresholds vary by company and jurisdiction. Supermajority requirements typically apply to transactions such as mergers, acquisitions, charter amendments, bylaw changes, and amendments to anti-takeover defenses. They are considered an entrenchment mechanism that makes it difficult for activist shareholders or new majority owners to alter governance structures. Institutional investors and proxy advisors generally oppose supermajority provisions for ordinary governance matters.
Example
Some Delaware corporations embed supermajority provisions requiring 80% of outstanding shares to approve amendments to anti-takeover charter provisions — such as classified board structures or shareholder rights plans. This threshold makes it nearly impossible for an activist who has acquired just over 50% of shares to dismantle incumbent governance protections without broad institutional support.