What is the shareholder vote?

In most mergers, the target's holders must approve the deal before it can close. They usually vote on the merger agreement at a special meeting.

If they approve, the deal still waits for its other closing conditions. If they vote it down, the deal usually can't close.

In a tender offer, holders accept by tendering their shares instead. A merger that follows can often close without a vote.

Holders on the record date can usually vote, even if they sell their shares before the meeting.

Holders usually vote before the meeting, by proxy: they tell their broker, or return a proxy card, how to vote their shares.

The target sends a proxy statement that explains the deal and how to vote. For a Delaware company, notice of the meeting must be given at least 20 days before it.

For a Delaware company, Section 251(c) requires votes for the deal from a majority of the outstanding stock entitled to vote.

So a share that isn't voted counts like a vote against.

The company's charter or the agreement may ask for more. The vote threshold page lists the common kinds.

Holders approve

The deal moves on to its other conditions, such as regulatory approvals.

Holders vote it down

The deal usually can't close. Many agreements then let either side end it, and the target's share price may fall.

Holders who still own shares when a cash deal closes get the cash, however they voted, unless they properly demand appraisal.

The Vote column shows its status: Pending, Done, Failed or Not required. When the meeting date passes with no result filed yet, it reads Meeting was set for that day, still pending.

A tender offer usually needs no vote: holders accept by tendering, up to the minimum tender, and a merger that follows can often close without one.