Seidman & Associates, L.L.C. v. G.A. Financial, Inc.

OPINION AND ORDER

LAMB, Vice Chancellor.

I

The plaintiffs in this case mounted a proxy contest to unseat the chairman of the board of directors of a publicly held Delaware corporation at its 2003 annual meeting. The outcome of the election was close, but the independent inspector of elections preliminarily reported that the insurgents’ candidate lost by over 190,000 votes. In reaching that conclusion, the inspector disqualified two proxy cards submitted by a bank representing a total of 232,376 shares after concluding that those proxy cards represented an overvote of the bank’s position.…