The vote comes after Kalanick went ahead and appointed two new board members - filling every seat on the then-11 member board - without consulting the new CEO.
Many, both within Uber and without, have laid the blame for the company's woes at the feet of Kalanick himself, and the founder admitted earlier this year that he "must fundamentally change as a leader and grow up".
Softbank has agreed to make an initial investment of between $1 billion and $1.25 billion in Uber, buying new shares to maintain the company's $69 billion valuation, the person familiar with the board's decision said.
"SoftBank's interest is an incredible vote of confidence in Uber's business and long-term potential, and we look forward to finalizing the investment in the coming weeks", the board said in a statement. "Anyone would tell you that this is highly unusual", he claimed. "Following the meeting, early Uber investors Shervin Pishevar and Steve Russell called the board vote "unfair and illegal", and pledged to "[move] forward with a class action lawsuit" over vote to reclassify stock.
The move to remove some shares' "super-voting" privilege, which gave owners 10-to-1 voting power, is Khosrowshahi's most consequential move since he became Uber's CEO, wresting control away from Kalanick and making a proposed sale of shares that will be worth billions of dollars to Japanese financial giant SoftBank more palatable to selling shareholders. That suit was sent into private arbitration and the sides are in the process of selecting an arbitrator.
Last week, Khosrowshahi and Goldman Sachs (an Uber investor) brought the board a proposal. Burns and Thain did not participate.
Uber will also adopt a policy of one share, one vote, the people said. According to Bloomberg, Benchmark encouraged SoftBank to agree to limit Kalanick's voting power as part of the terms of its investment.
The moves are expected to end a legal fight between Kalanick and Benchmark. One of the four independent seats would chair the board. At least half the board and half of shareholders would need to approve his appointments, however. Kalanick's other seat would require Khosrowshahi's approval and would need to be filled by a C-suite member of a current Fortune 100 company.
Last time Uber's board went into such heated deliberations, they were weighing two high-profile candidates for CEO: General Electric Co.'s Jeffrey Immelt or Hewlett Packard Enterprise Co.'s Meg Whitman.
A new provision also makes it more hard for company leadership to fire the new CEO, Dara Khosrowshahi, before the planned IPO-they would need to vote by a two-thirds majority to make such a change.