Definition
A supermajority voting requirement specifies that certain corporate actions — most commonly mergers, charter amendments, or removal of directors — require a vote higher than a simple majority. Common thresholds: 66 2/3%, 75%, or 80%.
Why it matters
In the takeover context, supermajority requirements raise the bar for hostile acquirers to consummate a back-end merger or remove a board. Combined with a staggered board and a poison pill, supermajority voting can make hostile control changes economically impossible without board cooperation.
Modern governance posture
Institutional investors generally oppose supermajority voting as undemocratic and entrenchment-friendly. Many companies have moved to simple majority over the past two decades, often as part of activist-driven governance reforms.