A proxy is a written agreement authorizing a specified person to act as a shareholder's agent in voting your shares usually at the company's annual meeting of shareholders, but for any specified period or purpose.
The proxy statement mailed to shareholders of record lists candidates running for positions on the board of directors and any known issues scheduled to come before the shareholders for a vote. The proxy can instruct the agent how to vote on each item or can grant the agent the ability to vote as they feel appropriate. The proxy can be rescinded at any time if the shareholder changes his mind or decides to attend the meeting and vote in person.
Proxy fights have been known to occur when competing groups attempt to make major changes in a company. One might be a hostile takeover offer, or a major change of policy possibly involving a change in board of directors membership and selection of a new CEO. Then shareholders can receive multiple requests for proxies and advice from management on how to vote.
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