What is a “capped” voting plan?
A “capped” voting plan limits a shareholder’s voting power to a maximum amount, or cap, without regard to the total number of shares owned. Under a capped voting plan, shareholders who purchase shares in excess of the triggering amount are disenfranchised of their voting rights for the excess shares. As such, a capped voting plan restricts the per-share voting power of large shareholders and therefore is presumed to violate the NASDAQ’s voting rights rule.
