Proxy voting: Difference between revisions - Wikipedia

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====United States law on proxies====

{{Expert needed|law|section|date=October 2008}}<!-- What do these citations mean, and are the texts online? Are there citation templates for this? -->

Proxy is defined by supreme courts as "an ''authority'' or power to ''do'' a certain thing."<ref>149 Pa. 84, 29 Atl. 88.</ref> A person can confer on his proxy any power which he himself possesses. He may also give him secret instructions as to voting upon particular questions.<ref>Ky. L. Rep. 204; 103 Wash. 254.</ref> But a proxy is ineffectual when it is contrary to law or public policy.<ref>98 Ala. 92; 12 So. 723.</ref> Where the proxy is duly appointed and he acts within the scope of the proxy, the person authorizing the proxy is bound by his appointee's acts, including his errors or mistakes.<ref>122 Mo. App. 437, 99 S.W. 902.</ref> When the appointer sends his appointee to a meeting, the proxy may do anything at that meeting necessary to a full and complete exercise of the appointer's right to vote at such meeting. This includes the right to vote to take the vote by ballot, or to adjourn (and, hence, he may also vote on other ordinary parliamentary motions, such as to refer, postpone, reconsider, etc., when necessary or when deemed appropriate and advantageous to the overall object or purpose of the proxy).<ref>13 Pa. County Ct. 576.</ref>

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''Parliamentary Law'' expounds on this point:<ref name=pl>{{cite book|title=Parliamentary Law|author=Robert, Henry M.|year=1991|isbn=0-470-72592-3|pages=[https://archive.org/details/parliam_rob_1975_00_4121/page/194 194–195, 564]|url=https://archive.org/details/parliam_rob_1975_00_4121/page/194}}</ref>

{{quoteblockquote|It is used only in stock corporations where the control is in the majority of the stock, not in the majority of the stockholders. If one person gets control of fifty-one per cent of the stock he can control the corporation, electing such directors as he pleases in defiance of the hundreds or thousands of holders of the remaining stock. The laws for stock corporations are nearly always made on the theory that the object of the organization is to make money by carrying on a certain business, using capital supplied by a large number of persons whose control of the business should be in proportion to the capital they have put into the concern. The people who have furnished the majority of the capital should control the organization, and yet they may live in different parts of the country, or be traveling at the time of the annual meeting. By the system of proxy voting they can control the election of directors without attending the meetings.}}

Nonetheless, it is common practice in conventions for a delegate to have an alternate, who is basically the same as a proxy. [[Demeter's Manual of Parliamentary Law and Procedure|Demeter's Manual]] notes that the alternate has all the privileges of voting, debate and participation in the proceedings to which the delegate is entitled.<ref name=DEM/> Moreover, "if voting has for years...been conducted...by proxy...such voting by long and continuous custom has the force of law, and the proceedings are valid."<ref>{{cite parl|title=DEM|pages=134|edition=1969|year=1969}}</ref>

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Domini notes that in the corporate world, "Proxy ballots typically contain proposals from company management on issues of corporate governance, including capital structure, auditing, board composition, and executive compensation."<ref>{{cite web|title=Proxy Voting Guidelines & Procedures |url=http://www.domini.com/common/pdf/ProxyVotingGuidelines.pdf |publisher=Domini Social Investments |access-date=2008-02-16 |url-status=dead |archive-url=https://web.archive.org/web/20080411094628/http://www.domini.com/common/pdf/ProxyVotingGuidelines.pdf |archive-date=2008-04-11 }}</ref>

Proxies are essentially the corporate law equivalent of [[absentee balloting]].<ref name=":0">{{Cite journal|last=Hirst|first=Scott|date=2017-01-01|title=Frozen Charters|url=https://scholarship.law.bu.edu/faculty_scholarship/341|journal=The Harvard Law School Program on Corporate Governance Discussion Paper|volume=No. 2016-01}}</ref>'''{{rp|10-1110–11}}''' Shareholders send in a card (called a proxy card) on which they mark their vote. The card authorizes a proxy agent to vote the shareholder's stock as directed on the card.<ref name=":0" />'''{{rp|10-1110–11}}''' The proxy card may specify how shares are to be voted or may simply give the proxy agent discretion to decide how the shares are to be voted.<ref name=":0" />'''{{rp|10-1110–11}}''' The Securities Exchange Act of 1934 transferred this responsibility from the FTC to the SEC. The Securities Exchange Act of 1934 also gave the SEC the power to regulate the solicitation of proxies, though some of the rules the SEC has since proposed (like the universal proxy) have been controversial.<ref name=":1" />'''{{rp|4}}''' Under [[Securities Exchange Commission]] Rule 14a-3, the incumbent board of directors' first step in soliciting proxies must be the distribution to shareholders of the firm's annual report. An insurgent may independently prepare proxy cards and proxy statements, which are sent to the shareholders.<ref>{{cite book|title=The Complete Guide to Sarbanes-Oxley|author=Bainbridge, Stephen M.}}</ref> In 2009, the SEC proposed a new rule allowing shareholders meeting certain criteria to add nominees to the proxy statement; though this rule has been the subject of intense debate.<ref>{{Cite journal|last1=Hirst|first1=Scott|last2=Bebchuk|first2=Lucian|date=2010-01-01|title=Private Ordering and the Proxy Access Debate|url=https://scholarship.law.bu.edu/faculty_scholarship/338|journal=The Harvard John M. Olin Discussion Paper Series|volume=No. 653}}</ref>'''{{rp|1}}'''

Associations of [[institutional investor]]s sometimes attempt to effect social change. For instance, several hundred faith-based institutional investors, such as denominations, pensions, etc. belong to the Interfaith Center on Corporate Responsibility. These organizations commonly exercise influence through [[shareholder resolution]]s, which may spur management to action and lead to the resolutions' withdrawal before an actual vote on the resolution is taken.<ref>{{cite web|url=http://www.iccr.org/news/press_releases/2008/pr_proxybook011508.htm |title=302 Religious/Social Investor Proxy Resolutions Slated for 2008 |publisher=Interfaith Center on Corporate Responsibility |date=2008-01-15 |access-date=2008-02-16 |url-status=dead |archive-url=https://web.archive.org/web/20080316192547/http://www.iccr.org/news/press_releases/2008/pr_proxybook011508.htm |archive-date=2008-03-16 }}</ref>

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In the absence of his principal from the annual meeting of a business corporation, the proxy has the right to vote in all instances, but he has not the right to debate or otherwise participate in the proceedings unless he is a stockholder in that same corporation.<ref name=DEM/>

The [[Securities and Exchange Commission]] (SEC) has ruled that an investment adviser who exercises voting authority over his clients' proxies has a fiduciary responsibility to adopt policies and procedures reasonably designed to ensure that the adviser votes proxies in the best interests of clients, to disclose to clients information about those policies and procedures, to disclose to clients how they may obtain information on how the adviser has voted their proxies, and to keep certain records related to proxy voting.<ref>{{cite web|url=https://www.sec.gov/rules/final/ia-2106.htm|title=Final Rule: Proxy Voting by Investment Advisers|publisher=Securities Exchange Commission|date=2003-01-31|access-date=2008-02-16}}</ref> This ruling has been criticized on many grounds, including the contention that it places unnecessary burdens on investment advisers and would not have prevented the major [[accounting scandals]] of the early 2000s.<ref>{{cite web|url=http://findarticles.com/p/articles/mi_qa4048/is_200301/ai_n9223584|title=Disclosure of the Irrelevant?: Impact of the SEC's Final Proxy Voting Disclosure Rules|publisher=Fordham Journal of Corporate & Financial Law|author=Stewart, Brian D.|year=2003}}</ref> Mutual funds must report their proxy votes periodically on Form N-PX.<ref>Lemke, Lins and Smith, ''Regulation of Investment Companies'' (Matthew Bender, 2017 ed.).</ref>

It is possible for [[overvote]]s and [[undervote]]s to occur in corporate proxy situations.<ref>[https://www.sec.gov/spotlight/proxyprocess/proxyvotingbrief.htm Briefing Paper: Roundtable on Proxy Voting Mechanics. Retrieved March 9, 2008]</ref>