Proxy
The authority granted by a shareholder to another person (the proxy holder) to vote the shareholder's shares at a shareholder meeting. The term also refers to the document evidencing that authority.
A proxy is the authority granted by a shareholder to another person (the proxy holder) to vote the shareholder's shares at a shareholder meeting. The term also refers to the document evidencing that authority.
Form and execution
A proxy must be executed in writing or by an electronic transmission that satisfies § 6.252. The proxy must identify the proxy holder and the shares to which the proxy applies.
Term
A proxy is valid for the length of time specified in the proxy. If no term is specified, the proxy is valid for 11 months from the date of execution. § 21.368.
Revocability
A proxy is revocable by the shareholder unless the proxy is "coupled with an interest", for example, a proxy granted to a creditor secured by the shares, or a proxy granted to a buyer who has made partial payment. § 21.369. Irrevocable proxies must clearly state their irrevocability and the interest supporting irrevocability.
Enforceability against the corporation
Under § 21.370, the corporation may rely on a proxy that complies with the statute and is presented in accordance with the corporation's bylaws.
Proxies are central to public-company voting because most shareholders do not attend meetings in person. In closely-held corporations, proxies are common in connection with planned absences (illness, travel) or with structured shareholder agreements granting voting authority to designated persons.