Ever Think About a Tied Vote?

Or Of What To Say And Do If Some Results Seem “Too Close To Call?”….Very Smart To Do These Days

Your editor and his team of Inspectors of Elections had another interesting experience in 2017 - an election at a Professional Association where there were 28 candidates, all very prominent in their profession, for thirteen open seats.

Three days before the meeting, there were three votes separating the 13^th and 14th candidates, and the fifteenth biggest vote-getter was just six votes behind number 13. Although we had raised the possibility of a tie vote early on, the GC assured us that “it will never happen.” Now, even he was not so sure.

“So what is your plan in the event of a tie?” we asked him. “In that event I will be right up there on stage with you,” he replied. “But what will you say?” we prodded… “I’ll let you know tomorrow,” he said, clearly hoping that the problem would resolve itself in the last minute voting.

We ourselves could come up with only three possible solutions: Ideally, the Board could be expanded by one member, to accommodate the 14^th candidate…But no, a change in the Bylaws would be required, and that would require a vote of its own. There was a possibility, we offered, that one of the members in attendance might be able to break a tie before the meeting convened - by revoking his or her vote on the 14^th vote-getter. But this made us all uncomfortable from a good-governance perspective, and it would be a very “sticky” thing to engineer indeed. So a run-off election seemed to be the only viable alternative - and that would take a lot more money - and time - to accomplish…And, ouch again, it would be very uncomfortable, for sure, for the two tied candidates who would likely be in the room.

Fortunately, on the very day of the meeting, the tie was broken and the number-15 vote getter fell even further behind, so problem solved for the time being.

Shortly thereafter, as noted above, after much thrashing about, the P&G election resulted in what could only be described as a statistical tie. And here, the only reasonable option was to seat the dissident director, where fortunately, there was room to expand the board to accommodate both him and the candidate he’d statistically tied with.

Soon after, came an election in Virginia, where first, after a formal review and challenge period, the winning candidate, who’d been behind in the count beforehand, was declared the winner by one vote! Then, a vote that had been judged invalid because boxes for both candidates had been marked, was ruled to be valid after all, by a three-judge panel - which interpreted a slash mark through one name as a vote-no - turning it back into a tie again. The winner’s name was then scheduled to be drawn from a bowl…and went against the original winner. Hmmm, thought we; perhaps that would have been a good solution at the Association Meeting if it ended in a tie…but given the horrible “optics” we thought not. And guess what, an appeal of the lottery-drawing in Virginia will likely be appealed.

Unless there is a proxy contest, votes for Directors will rarely if ever end in a true tie. But clearly, all the stories above indicate an increasing and increasingly narrow “polarization” of voters on many subjects - and how hard it is to predict many of the outcomes these days -and how likely it is these days for proposals to end in what seems to be a “statistical tie.”.

So readers, what is your plan if there is a literally tied - or a “statistically tied” vote? What, if anything, should you do and say if the voting is a 51:49 split - or a 55:45 split?

For starters, make sure that you are reporting the numbers - and the percentages correctly before saying a thing. You might also wish to bone-up now - by reviewing our Primer on Tabulating and Reporting the Vote - which has a few pointers on what to say at the meeting if voting outcomes are uncomfortably close - and our article on a 2017 close call that explains what to do next. https://www.optimizeronline.com/search/article/103111/our-newly-revised-primer-on-tabulation-and-reporting-shareholder-meeting-votes