Proxy solicitation

Proxy solicitation
See also

Proxy solicitation - A proxy is a writing signed by a shareholder authorizing a named person to vote his shares of stock at a specified shareholders' meeting. To ensure that shareholders have adequate information upon which to vote and opportunity to participate effectively at shareholder meetings, the 1934 Act regulates the proxy solicitation[1].

In corporate settings a proxy solicitation is usually accompanied by a proxy statement. Proxy solicitation is taking by voting - virtually indispensable for public corporations when shareholder voting takes place[2].

Information needed in the proxy solicitation[edit]

The rule defines a number of information types to include in the solicitation, including:

  • Information about where and when the meeting will be held
  • The date by which shareholders must submit their proposals for inclusion in the solicitation
  • The method for revoking proxies, if allowed
  • Any rights of appraisal for dissenters
  • Any interests that the company's directors and officers may have in items being voted upon
  • A summarization of the voting securities outstanding and who owns them
  • The date of record that is used to determine which shareholders can vote
  • Any relationship that directors may have with the company
  • The compensation paid to officers and directors
  • The amounts paid to the company's auditors for auditing and other services
  • A description of any benefit, bonus, pension, or similar plan to be voted upon
  • A description of any securities that will be authorized to be issued
  • A description of any property that the company plans to dispose of or acquire
  • A description of any proposed changes to the company's articles of incorporation

Proxy statements[edit]

The 1934 Act prohibits solicitation of a proxy unless each person solicited has been furnished with a written proxy statement containing specified information. As issuer making solicitations must furnish security holders with a proxy statement describing all material facts concerning the matters being submitted to their vote, together with a proxy form on which the security holders can indicate their approval or disapproval of each proposal to be presented. Even a company that does not solicit proxies from its shareholders but submits a matter to their vote must provide them with information substantially equivalent to that which would appear in a proxy statement[3].



  1. R. A. Mann, B. S. Roberts, (2013)
  2. D. M. Branson, J. M. Heminway, M. J. Loewenstein, M. I. Steinberg, M. G. Warren III, (2008)
  3. R. A. Mann, B. S. Roberts, (2013)

Author: Alicja Ficek