• June 2019
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Corporate Proxy



When shareholders cannot make it to a meeting, they can use this document to enable another person to vote on their behalf.

Uses

  • You own stock in a corporation and you cannot attend a shareholder meeting but still wish to vote on issues raised.
  • You own stock in a corporation and you cannot attend a shareholder meeting but still wish to ensure that quorum requirements are met.

Overview

Shareholders play an important part in how a company is managed. Depending on how a company is organized in its charter or articles of incorporation, shareholders can have a substantial impact on how a company is managed.

Day-to-day management of a corporation is carried out by officers appointed by the corporate board of directors. However, the board of directors is bound to a fiduciary duty to act in the best interest of the shareholders. As a result, shareholders can exert indirect control over a company by appointing and removing board members, or by passing resolutions at annual meetings. Additionally, certain company decisions that affect shareholders’ rights, such as the amendment of certain bylaws and some major transactions, require shareholder participation.

There can be thousands of shareholders of a single company if a company is capitalized and organized. Shareholders in large organizations hold meetings every year to address company actions that require shareholder participation. However, not all shareholders can always attend these meetings. Because shareholders who are not able to attend these meetings still have the right to participate, they may send representatives, or “proxies,” in their place.

In order to appoint a proxy who may legally exercise your shareholder rights in your absence, you must first issue a Corporate Proxy to your representative. This document should include all relevant details that the proxy will need to cast your vote, including the name of the corporation, the owner of the stock, and the timing and scope of the proxy’s authority. Use this document to quickly and easily create a Corporate Proxy that you can use to make sure that your rights as a shareholder are adequately represented even if you cannot attend important meetings.