The right of a stockholder to vote jointly in the election of directors and to cast all the stockholder's aggregate votes for one or more directors rather than casting the same number of votes for each director. Thus, if a stockholder owns 10 shares, and three directors are being elected, the stockholder has an aggregate of 30 votes (i.e., the number of shares times the number of directors being elected). The stockholder can cumulate votes and cast all 30 votes in favor of one director, or split the 30 votes among the three directors at the stockholder's discretion. The right to cumulative voting is frequently eliminated in a company's certificate of incorporation. In a company without cumulative voting, the same stockholder would only have the right to cast 10 votes for or against the election of each director. Cumulative voting increases the ability of a minority investor to obtain representation on the board of directors.
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- kirb
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