A supermajority vote requires more than half of eligible votes—commonly 66⅔% or 75%—to approve an action.

How it works

Corporate charters specify supermajorities for mergers, charter changes, or class votes. Venture protective provisions often need a supermajority of preferred to approve new financings senior to existing stock, dividend declarations, or liquidation preferences changes. A single large holder can block actions if thresholds are high.

Boards may have separate supermajority rules independent of stockholder votes.

Why it matters

• Founders: Blocking thresholds protect you from rogue minority actions but can trap you if one investor withholds consent.
• Investors: Supermajority rights prevent a slim common-holder coalition from wiping preferred economics.

Common mistake

Assuming 50%+1 wins every vote. Read protective provisions class-by-class.

Related ideas

Protective provisions, voting agreement, charter amendment, and consent rights.

When you will see it

Charter amendments increasing option pools or approving mergers typically require preferred supermajority votes, not just board approval.

Questions to ask

• What percentage and which classes must approve this action?
• Can one investor block a needed financing or sale?
• Are there series-specific supermajorities that differ by round?

Practical takeaway

Treat supermajority as something to define precisely in writing—not assume everyone in the room shares the same meaning. In term sheets, board decks, and LP updates, tie the concept to a concrete decision: a vote, a price input, a fund policy, or a metric formula. When definitions drift, teams misprice risk, miss leverage, or waste cycles on the wrong conversation.