Yes. So in effect this means that - conditional on the bylaws - they (a coalition of majority shareholders) can agree to deals without doing (proxy) votes. But since it's a public company the deal has to be fair to all (!) shareholders too. (And usually that's why a vote is "nice to have", but not sufficient. See the case of Tesla and Elon's compensation package, where laws protecting those who voted no on the package will override the shareholder vote. [thought it's pending appeal, etc.])