Proxy Voting Agreement

Proxy Voting Agreement

A Proxy Voting Agreement is a legally binding arrangement between parties that allows one individual or entity (the "proxy") to vote on behalf of another party at a shareholder meeting or similar corporate governance event. This agreement is often used in corporate settings where shareholders may be unable to attend meetings in person but still wish to ensure their votes are counted.

In a typical Proxy Voting Agreement, the shareholder grants the proxy the authority to vote in accordance with the shareholder’s instructions on specific matters, such as the election of directors, approval of mergers, or other significant corporate actions. The proxy may also have the discretion to vote on matters not explicitly outlined in the agreement, subject to the shareholder’s prior approval or general guidelines.

For example, if a shareholder is unable to attend an annual meeting of a corporation due to scheduling conflicts or travel issues, they may complete a Proxy Voting Agreement appointing a trusted colleague or an attorney as their proxy. This allows the appointed individual to cast votes on behalf of the shareholder, ensuring their voice is heard in corporate decisions.

The Proxy Voting Agreement must typically be submitted in advance of the meeting to the corporation’s board or secretary to be valid. Depending on the jurisdiction and corporate bylaws, there may be specific requirements regarding the format, timing, and conditions of the agreement.