Feb. 25 at 9:42 PM
$SGMO 1. The Voting Threshold: Why 50% of "Votes Cast" is enough
Historically, in Delaware, a reverse split required the approval of a majority of all outstanding shares. This was a high bar for companies with many retail investors who often forget to vote.
However, an amendment to the Delaware law (Section 242(d)(2) of the DGCL), which took effect on August 1, 2023, simplified things for listed companies (like Sangamo on the Nasdaq):
Majority of Votes Cast: Now, to approve a reverse split, the "FOR" votes simply need to outnumber the "AGAINST" votes among the shares present or represented at the meeting.
The "25%" Logic: For the vote to be valid, a quorum must be reached (usually 50% of the total shares for Sangamo). If exactly 50% of the shares are represented at the meeting, then 25% + 1 share of the total company is indeed enough to pass the resolution, as that represents the majority of the 50% present.
