---
title: "What Is Supermajority?"
term: "Supermajority"
description: "Supermajority is a voting threshold above a simple majority—often two-thirds or 75%—required for major corporate actions like charter amendments or mergers."
date: 2026-07-25T00:00:00.000Z
updated: 2026-07-25T00:00:00.000Z
topics: ["venture-capital"]
source: https://venturecapitaltracker.com/glossary/supermajority
---

# What Is Supermajority?

> Supermajority is a voting threshold above a simple majority—often two-thirds or 75%—required for major corporate actions like charter amendments or mergers.

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.

## FAQ

### What is supermajority in simple terms?

Supermajority is a voting threshold above a simple majority—often two-thirds or 75%—required for major corporate actions like charter amendments or mergers. It is a label you will hear in deal conversations, cap tables, and fund marketing—not abstract theory.

### Why does supermajority matter?

Charters and investor agreements use supermajorities to protect minorities on big decisions. Founders and investors both need a shared definition before term sheets, diligence, or exit talks get serious.


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Source: https://venturecapitaltracker.com/glossary/supermajority