Also known as: proxy agent · proxies · proxy · agent by proxy
Written by attorneys · grounded in primary & secondary sources — see below
2 senses
An appointment by which a shareholder authorizes another person to vote the shareholder's shares or otherwise act at a corporate meeting. The appointment becomes effective upon receipt by the corporation's designated officer or agent and remains valid for the term stated or eleven months if none is stated.
A written authorization by which an absent party to a prospective marriage empowers a third person to participate in the solemnization ceremony on the absent party's behalf. Some states recognize the resulting marriage as valid when the authorization and other statutory formalities are satisfied.
Each sense below has its own examples, sources, and questions.
An appointment by which a shareholder authorizes another person to vote the shareholder's shares or otherwise act at a corporate meeting. The appointment becomes effective upon receipt by the corporation's designated officer or agent and remains valid for the term stated or eleven months if none is stated.
Select any source to read its text and confirm it supports the definition.
Patrick Phan holds shares in Phoenix Technologies and cannot attend the annual meeting. He signs an appointment form naming his cousin as proxy agent and delivers it to the inspector of elections. The proxy agent casts Patrick's votes on the director election in accordance with the appointment.
Platinum Partners adopts a bylaw requiring inclusion of shareholder-nominated candidates in the corporation's proxy materials. Patricia Patel, a qualifying shareholder, nominates two directors. The corporation must include those nominees on the proxy card alongside the board's slate.
Pioneer Energy's bylaws require reimbursement of reasonable expenses incurred by a shareholder who solicits proxies in a director election. Paula Pierce runs a successful proxy contest and submits her expenses. The corporation must reimburse her under the bylaw terms.
A shareholder or the shareholder's agent may appoint a proxy by signing an appointment form or by electronic transmission. The appointment becomes effective when received by the inspector of election or authorized corporate officer. It remains valid for the stated term or eleven months if none is stated.
Supporting sources
Death or incapacity does not affect the corporation's right to accept the proxy's authority unless the corporation receives notice of the death or incapacity before the proxy exercises authority.
Supporting sources
A written authorization by which an absent party to a prospective marriage empowers a third person to participate in the solemnization ceremony on the absent party's behalf. Some states recognize the resulting marriage as valid when the authorization and other statutory formalities are satisfied.
Select any source to read its text and confirm it supports the definition.
Penelope Price is stationed overseas and cannot attend her wedding to Perry Pratt. She sends a notarized letter authorizing her sister to act as proxy agent at the ceremony. The officiant conducts the solemnization with Perry and the sister present, creating a valid marriage under the state's proxy-marriage statute.
The absent party must authorize a third person in writing to act as proxy at the solemnization ceremony. When that requirement and the state's other formalities are met, the marriage is valid even though one spouse is physically absent.
Supporting sources
…of materiality under the securities laws, see TSC Industries, Inc. v. Northway, Inc., 426 U. S. 438 (1976), concluding in the proxy-solicitation context that "[a]n omitted fact is material if there is a substantial likelihood that a reasonable shareholder would consider it important in deciding how to vote."[^maj-7]…
…self-dealing among the management of Case and ATC and misrepresentations contained in the material circulated to obtain proxies. The injunction was denied and the merger was thereafter consummated. Subsequently successive amended complaints were filed and the case was heard on the aforesaid two-count complaint. The…
…the Securities Exchange Act “was intended to promote 'the free exercise of the voting rights of stockholders’ by ensuring that proxies
…187 F. 2d 46, 49 (CA2), cert. denied, 341 U. S. 920 (1951). The Court also acknowledges that Secrist could not do by proxy
…General Corporation Law. That is, the Defendants submit that a Special Committee approval in a going private transaction is a proxy
Piper Patel receives a proxy statement from Progressive Healthcare that omits material facts about a proposed merger. She votes by proxy in reliance on the statement. After the merger closes she sues, alleging the misleading solicitation violated federal proxy rules.
Perry Pratt receives a proxy statement from Platinum Partners that contains an allegedly false statement about board motives. He votes by proxy and later claims the statement was misleading. The court examines whether the omitted or false information would have altered a reasonable shareholder's vote.
Yes. The Model Business Corporation Act permits bylaws that require the corporation to include one or more individuals nominated by a shareholder in its proxy statement and form of proxy when the corporation solicits proxies for director elections.
Supporting sources
A corporation may adopt a bylaw requiring reimbursement of expenses incurred by a shareholder in soliciting proxies in a director election, subject to procedures and conditions stated in the bylaw. The bylaw cannot apply to elections for which the record date precedes its adoption.
Supporting sources
Yes. Section 27 of the Securities Exchange Act authorizes a federal cause of action for rescission or damages when a consummated merger was approved through use of a proxy statement containing false or misleading statements in violation of section 14(a).
Supporting sources
An omitted fact is material if there is a substantial likelihood that a reasonable shareholder would consider it important in deciding how to vote. The test focuses on whether the disclosure would have significantly altered the total mix of information available to shareholders.