The Voting Agreement is one of the three primary NVCA financing documents executed at a priced venture financing. It governs how founders and investors agree to vote on board composition (which directors get appointed by which parties) and on certain other major corporate actions, primarily controlling who sits on the board over time. Alongside the Investor Rights Agreement and the Right of First Refusal and Co-Sale Agreement, the Voting Agreement is one of the three "ancillary" documents that, together, implement the substantive terms agreed to in the term sheet.
The core mechanics: shareholders contractually agree to vote their shares in specific ways on specific matters. The most-important application is board compositio...