What Is a Shareholder Proxy?

A proxy is a person appointed to stand in or take the place of a person who cannot be present, usually in the context of a business meeting or court of law. A shareholder proxy is a person who substitutes for a shareholder in a shareholder's meeting.

  1. Appointment and Responsibilities

    • The shareholder proxy or proxies are appointed by the shareholder they are representing and must be accompanied by a proxy document. Proxies are required to provide all vital information from the meeting to the shareholder so that he may make informed voting decisions.

    SEC Requirements

    • The United States Securities and Exchange Commission (US SEC) established in the Securities Exchange Act of 1934 that when a company has SEC-registered securities, all shareholders in the company should be notified in the event of a proxy. This applies to all meetings where a vote will be taken and must be filed in advance.

    Bylaws and Other Stipulations

    • Shareholder proxies must meet conditions spelled out in the company's bylaws. Various states and municipalities where the company is licensed may have additional stipulations about who may be a shareholder proxy and what the proxy document must include.

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