What is statutory voting?
Statutory voting is the default voting method in U.S. corporate law in which each shareholder is entitled to one vote per share for each director seat being elected. Under statutory voting, a 51% majority shareholder can elect the entire board, because votes cannot be aggregated and concentrated on a single candidate.
Statutory voting is contrasted with cumulative voting, in which a shareholder may aggregate their votes (one per share × number of seats) and direct them all to a single candidate, enabling minority blockholders to elect at least one director. Most Delaware C-corps default to statutory voting; cumulative voting must be expressly elected in the certificate of incorporation.