The California Voting Agreement Among Stockholders to Elect Directors is a legally binding contract that outlines the terms and conditions for a group of stockholders in a California corporation to combine their voting power in order to elect specific individuals to the board of directors. This agreement ensures that the stockholders with a unified interest can control the outcome of director elections and have a say in the management and decision-making processes within the company. Keywords: California, Voting Agreement, Stockholders, Elect Directors, Board of Directors, Management, Decision-making, Interest, Contract. Different types of California Voting Agreement Among Stockholders to Elect Directors: 1. Simple Majority Agreement: This type of agreement requires that the stockholders holding a simple majority of shares agree to vote in favor of the same nominees. It enables them to have the majority of votes necessary to elect directors. 2. Super majority Agreement: In a super majority voting agreement, the stockholders must hold a specific threshold, often two-thirds or three-fourths, of shares to vote in favor of the agreed-upon nominees. This gives the group greater control and ensures that only candidates supported by the super majority will be elected as directors. 3. Cumulative Voting Agreement: Cumulative voting allows each stockholder to cast a number of votes equal to their shares multiplied by the number of directors to be elected. The stockholders can allocate their votes among the candidates as they see fit, which allows minority stockholders to have a stronger voice in the election process. 4. Proxy Voting Agreement: This type of agreement allows the stockholders to appoint a proxy to vote on their behalf at the director elections. The proxy recipient is bound by the terms of the agreement and must vote as instructed by the stockholders. This agreement is commonly used when stockholders are unable to attend meetings in person. 5. Rotating Director Agreement: A rotating director agreement specifies a predetermined sequence in which the agreed-upon directors will serve on the board. This type of agreement ensures fair representation among the stockholders and prevents a single group from maintaining control over the board for an extended period. Overall, the California Voting Agreement Among Stockholders to Elect Directors provides the necessary tools for stockholders with aligned interests to secure their preferred candidates onto the board of directors, ensuring their voices are heard in the decision-making process.