• In the absence of such specification in the certificate of incorporation or bylaws of the corporation: ...
  (c) Directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors.
• DGCL § 216 (full text)

Licht v Storage Technology (Del Ch 2005)

SEC_CODE_REF_0090001192884

• "Unless otherwise provided in the articles of incorporation,
  directors are elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present."

• The withhold choice on proxy cards originated in 1967 when the SEC amended Rule 14a-4(b) to allow shareholders to withhold authority from a proxy holder to vote for an
  entire slate of nominees in the case of a proxy form that contemplated votes on both the election of directors and other matters
• In 1979 the SEC proposed amending Rule 14a-4(b) to allow  shareholders to vote for or against a director nominee
• Change wasn't adopted because it was inconsistent with plurality voting
• SEC continued the withhold vote procedure to allow shareholders to express dissatisfaction
• Thus, today most proxy cards provide shareholders with the opportunity to vote only for a nominee or to withhold authority to vote for a nominee, but they do not provide for an against vote