Board governance glossary
Abstention
Also called: abstain, abstaining
Definition
An abstention is a director present and eligible to vote choosing not to vote yes or no. It is different from a recusal, which removes a conflicted director from the matter. How abstentions affect the result depends on the voting threshold — under a majority of votes cast they usually do not count either way.
Not legal advice. Bylaws, statutes, and counsel control. Prepared Board does not give statutory opinions.
How Prepared Board records it
Recorded in Prepared Board
A ballot can be cast as Abstain with an optional reason, which appears on the decision alongside dissents and recusals. An abstention is never counted as an aye; under the default threshold (majority of votes cast) abstentions are left out of the comparison of ayes and nays.
Same claims, with product limits: /facts.