Shareholder Votes and Proxy Voting
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Proxy Voting-How Shareholders Get Heard
What is a Proxy?
If you want a voice as an investor, you need to understand the importance of proxy voting. A proxy is an authorization allowing another to act on your behalf. In the corporate setting, a proxy is given to someone to vote on your behalf according to the instructions on your proxy card. In this manner, a shareholder is able to vote on corporate matters through an agent, without having to physically attend the meeting. New York Stock Exchange (NYSE) rules require corporations to allow proxy votes in many cases. In most cases, a proxy vote is the only practical way for a shareholder to vote, since attending the company meeting often requires long distance travel. Proxy voting is therefore comparable to an absentee ballot.
When is a Proxy Used?
In most cases, a proxy vote is only used at an annual shareholder's meeting where there will be decisions made on critical corporate matters, such as electing new directors to the board of directors, a shareholder resolution, or changes in capital.
Who is Entitled to Vote by Proxy
All shareholders who own shares as of the record date are entitled to attend the shareholders meeting. The record date is a date declared by the corporation, giving all those who own shares on the record date the right to attend the company meeting. If the investor is recorded in the official company records as the owner of the shares, s/he is called the registered or record owner. Often, an investor's shares are held by a bank or broker, and in that case the shareholder is referred to as the beneficial owner. Only a shareholder who is a record owner is entitled to attend the shareholder's meeting in person.
If a shareholder is entitled to vote, the shareholder will receive one of the following from the company, bank, or broker:
- A notice with instructions for obtaining proxy materials online.
- A package containing an annual report, proxy statement, and proxy card or voting instructions.
- A package containing only an annual report and information statement.
How to Vote By Proxy Card or Voter Instruction Card
The options for voting on a proxy card are typically either For, Against, or Abstain or Withhold. An abstain or withhold vote will only make a difference if the matter is decided by a majority of votes. In a majority vote, the issue needs a majority of the total votes. If, instead, the vote is by a plurality, where an option only needs more votes than an opposing option, a withhold or abstain vote won't make a difference. However, a large number of withhold votes may influence future choices by the board of directors.