Proxy refers to someone who is authorized to serve in one's place at a meeting, especially with the right to right to vote on behalf of another. It may be written authority given to someone to act or vote in someone's place. A proxy is often used as a method for stockholders to cast votes at a meeting of shareholders, and by board members and convention delegates.
Proxy voting refers to the procedure of delegating the right to vote by one person to another. In proxy voting in the absence of a person his/her vote will be secured by some other person. A person so designated to cast the vote of another is called a "proxy" and the person who delegates the power is called a principal. A voter must have a trust in the proxy. Any person including the official of the chosen party can be appointed as the proxy.
A Delaware Irrevocable Proxy is a legally binding agreement that grants an individual or entity the authority to act on behalf of another party during specific circumstances without the ability to be revoked or withdrawn. This proxy arrangement is commonly used in business settings, where shareholders or members of a corporation or limited liability company (LLC) authorize a representative to cast their votes at meetings or make important decisions on their behalf. The Delaware Irrevocable Proxy ensures that the designated agent has the power to act on behalf of the principal, even if the principal becomes incapacitated or is unable to participate in crucial voting or decision-making processes. This type of proxy is particularly useful when shareholders or members are spread across different states or countries, as it allows them to maintain their voting rights and have their voices heard. There are various types of Delaware Irrevocable Proxies that can be established depending on the specific needs and circumstances of the parties involved: 1. Voting Proxy: This type of proxy grants the agent the authority to vote on behalf of the principal at shareholder or member meetings. It enables individuals to participate in decision-making processes even if they cannot physically attend the meetings. 2. Proxy for Corporate Actions: This proxy type allows the agent to act on behalf of the principal for specific corporate actions, such as mergers, acquisitions, amendments to the company's governing documents, or stock issuance. 3. Proxy for Managing LLC Affairs: In the case of an LLC, this proxy empowers the agent with the authority to manage certain aspects of the company's affairs, such as entering into contracts, making financial decisions, or representing the LLC in legal matters. 4. Proxy for Voting Trusts: A voting trust is a specific arrangement where shareholders transfer their voting rights to a trustee who casts the votes on their behalf. The Delaware Irrevocable Proxy can be used to create such voting trusts, providing a mechanism for concentrated shareholder control. By establishing a Delaware Irrevocable Proxy, individuals and entities can ensure that their interests are represented and their voting rights are protected even if they are unable to personally attend meetings or participate in crucial decision-making processes. It is essential for all parties involved to carefully consider the terms and conditions of the proxy agreement, as well as seeking legal advice to ensure compliance with Delaware laws and regulations.
