Mechanics: Authored multiplier weights one share pool. The model checks cast votes >50% of its eligible pool and rounds faction shares into five seats, even if that check fails; this does not validate an election.
Model Vote & Seat Summary
Model Quorum: Pass (53.6%)
Model Seat Status
Model Founder Seat Majority
Founder / CEO Slate
Founder Vote Share
63.85%
238,000,000 votes
Activist Vote Share
36.15%
134,750,000 votes
2. Stakeholder Voting Distribution & Quorum (D3.js)
Live proportional allocation of cast ballots across shareholder classes
Compare voting assumptions, then check the governing documents
Which changes follow this model’s arithmetic, and which require an actual election record?
Adjust a fictional company’s share pools, institutional alignment, retail turnout and vote multiplier. The chart shows authored faction totals and a five-seat allocation. The numbers, names, budgets and baseline exception are teaching fixtures, not a verified Better.com dispute, actual nominee slate, proxy count or legal adjudication.
This tool omits candidate-by-candidate voting, abstentions, broker non-votes, record-date eligibility, separate class elections and the company’s governing documents. Its quorum badge and seat verdict are model conventions. A projected seat majority is still displayed when the model’s quorum test fails; it cannot establish a valid election or corporate control.
Try a worked example
At the exact default, eligible votes are 45 million × 10 + 120 million + 85 million + a fixed 40 million = 695 million. A special override sets founder votes to 238 million and activist votes to 134.75 million, totaling 372.75 million. Their shares are 63.85% and 36.15%; the model rounds the founder’s five-seat quota to 3 and assigns 2 to activists. The strict greater-than-50% check passes at about 53.6%. These totals come from the override, not the general formula.
Notice the baseline discontinuity
Away from the exact default, founder-block turnout is fixed at 238 ÷ 450, institutions are assumed to cast all their shares, and retail participation uses the turnout slider. A fixed retail activist fraction is 14.75 ÷ (85 × 0.345), about 50.3%; it is an authored assumption, not a measured typical proxy-fight split. A fixed extra 40-million pool counts as eligible but casts no votes.
The default override suppresses the general formula’s founder-aligned retail votes. At default turnout, the general formula would add 14.575 million to the founder total and yield 387.325 million total votes, but the override instead fixes 372.75 million. Changing turnout from 34.5% to 34% disables the exception: totals jump to 386.9 million even though participation decreased. Treat this as a fixture boundary, not a smooth turnout forecast.
Separate share rights, quorum and director elections
For a Delaware corporation, §212 recognizes the default one-vote-per-share rule and the possibility that the certificate specifies different voting rights. Section 216 addresses meeting quorum and election thresholds, subject to governing documents and statutory limits; its default director-election rule is plurality. Read the actual certificate, bylaws, record-date notice and proxy statement before applying any threshold to a company. The simulator’s strict >50% rule and faction seat rounding are not those documents. Delaware Code: §§212 and 216
The app rounds founder percentage × 5 and gives activists the remainder, with a majority floor for a faction above 50%. It does not implement Hamilton’s largest-remainder allocation across candidates, nor a candidate election or a legal control determination. Five displayed seats may exceed the two static nominee-list counts; those lists are decorative fixtures.
Understand universal proxy context
SEC’s 2021 adoption release explains that covered contested elections use cards listing registrant and dissident nominees so shareholders can select their preferred combination. It identifies the rule’s scope and the transition for meetings held after August 31, 2022. This page instead aggregates two factions and has no nominee-level ballot, notice, filing or solicitation-compliance calculation. SEC: universal proxy adoption release
Read the cost display and export correctly
The displayed cost is an authored formula: $500,000 + max(0, retail-turnout percentage − 10) × $81,632. It does not influence votes, measure actual solicitation spending or use the stored $2.5-million budget field. That stored field remains unchanged in JSON while the displayed cost varies; the original comment’s $50,000-per-point statement is not the implemented coefficient.
JSON contains the current parameters and model result. CSV contains selected summary fields and explicitly marks hypothetical scope. The legacy adjudication key is only a schema label. Both exports are local comparison records; they do not record actual votes or reload a saved scenario. Reset restores the original input fixture and triggers the same default override.