---
title: "What Is Special Meeting?"
term: "Special Meeting"
description: "A special meeting is a shareholder gathering called outside the regular annual schedule — often to vote on major actions like mergers, charter amendments, or financings requiring stockholder approval."
date: 2026-07-25T00:00:00.000Z
updated: 2026-07-25T00:00:00.000Z
topics: ["venture-capital"]
source: https://venturecapitaltracker.com/glossary/special-meeting
---

# What Is Special Meeting?

> A special meeting is a shareholder gathering called outside the regular annual schedule — often to vote on major actions like mergers, charter amendments, or financings requiring stockholder approval.

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](/glossary/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](/glossary/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](/glossary/shareholders-agreement)
- [Board consent](/glossary/board-consent)
- Written consent vs stockholder meeting

## FAQ

### What is Special Meeting in simple terms?

It is an unscheduled shareholder vote — not the yearly annual meeting — where owners approve big decisions like selling the company or changing preferred stock rights.

### Why does Special Meeting matter?

M&A and down rounds need stockholder votes on tight timelines. Preferred holders with class votes must be solicited. Missing quorum or vote thresholds can delay or kill signed deals.


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Source: https://venturecapitaltracker.com/glossary/special-meeting