A special meeting convenes shareholders between annual meetings to vote on specific urgent corporate actions.

How it works

Boards call special meetings per bylaws and charter notice requirements — often 10–60 days advance notice with proxy materials. Votes may cover mergers, sale of substantially all assets, charter amendments increasing preferred or changing series vote rights, or equity incentive plan increases.

Quorum rules define minimum shares present. Preferred classes vote separately when charter requires series or class consent. Drag-along provisions may force minority holders to vote yes on approved sales.

Virtual meetings and written consents (where permitted) can accelerate timelines vs full special meeting logistics.

Why it matters

• Founders: Transaction timelines must include proxy solicitation — signing a merger is not closing if stockholder vote fails.
• Investors: Preferred directors coordinate vote outcomes; dissenting shareholders may have appraisal rights in some jurisdictions.

Common mistake

Underestimating time to reach quorum when many small angels never respond to proxy emails — chase signatures early.

Related ideas

• Shareholders agreement
• Board consent
• Written consent vs stockholder meeting