Shareholder Proxy Form
Can't make the shareholders' meeting?
Includes 30 days of edits
- 5 to 20 minutes
- Print-ready PDF
What is a Shareholder Proxy Form?
A shareholder proxy form is a signed document in which a shareholder (the grantor) authorizes another person, called the proxy or proxyholder, to attend a shareholders' meeting and vote the grantor's shares. The word proxy refers both to the document and to the person who receives the authority.
Proxies let shareholders take part in corporate decisions without attending in person. They also help corporations reach a quorum, the minimum number of shares that must be represented for a meeting to conduct business. Proxies are used by small family corporations as well as large companies.
A proxy can give the holder full discretion or tell the holder exactly how to vote on each matter. It can cover a single meeting or every meeting for a period of time, and it can usually be revoked. State law and the corporation's bylaws set the formal requirements, such as how long a proxy lasts and when it can be made irrevocable.
When to use it
- You cannot attend an annual or special shareholders' meeting but want your shares to be voted.
- You want a co-owner, family member or adviser to vote your shares on your behalf.
- The corporation needs enough shares represented to reach a quorum.
- You want to give binding voting instructions on specific proposals or director elections.
- A trust or company that holds shares needs to authorize someone to vote at a meeting.
What is included
- Corporation, meeting and share details in a summary box
- Appointment of a proxyholder and an optional alternate
- Single-meeting or general proxy with expiration date
- Discretionary voting or matter-by-matter instructions with checkboxes
- Authority on other matters properly raised at the meeting
- Optional power of substitution
- Revocable or irrevocable proxy wording
- Revocation of earlier proxies
- Signature block for individual or entity shareholders
- Optional witness and notary blocks
How to make your Proxy Form
Answer the questions
Tell us about the parties and the terms you want. Most documents take about 5 to 20 minutes.
Review the preview
Check the draft as you go and change any answer. The document updates instantly.
Download, sign and keep a copy
Download a print-ready PDF, sign it with the other parties, and give everyone a copy.
Frequently asked questions
Who can I appoint as my proxy?
Most states let you appoint any adult you choose, such as another shareholder, a family member, an attorney or a company officer. The proxy does not usually need to be a shareholder. Check the corporation's bylaws for any restrictions.
What is the difference between a discretionary and a directed proxy?
A discretionary proxy lets the proxyholder vote your shares however they think best. A directed (or instructed) proxy tells the proxyholder how to vote on each listed matter, such as for or against a proposal. You can also combine the two by giving instructions on some matters and leaving others to the proxy's judgment.
How long does a shareholder proxy last?
A proxy for a single meeting usually covers that meeting and any adjournment of it. A general proxy lasts until the expiration date you set. If you do not set one, state law decides how long it remains valid, and many states impose a default maximum, so stating an expiration date avoids uncertainty.
Can I revoke a proxy after signing it?
Generally yes. Most proxies can be revoked by giving written notice to the corporation's secretary, by signing a later proxy, or by attending the meeting and voting in person. An irrevocable proxy is the exception and is typically allowed only when the proxyholder has a legal interest in the shares, such as a lender holding them as collateral.
Does a proxy form need to be notarized?
Usually not. Most states and bylaws only require a signed writing, and many allow electronic transmission. Some corporations ask for a witness or notary for added security, so this form lets you add those blocks if needed.
When do I need to deliver the proxy to the corporation?
Deliver the signed proxy to the corporation's secretary or the person conducting the meeting before the vote is taken. Some corporations set an earlier deadline in the meeting notice, so check the notice and bylaws.
Is this the same as a proxy statement for a public company?
No. Public companies that solicit proxies must follow federal securities rules and file a proxy statement. This form is designed for a shareholder of a private or closely held corporation who wants to appoint a proxy personally.
