What Is a Proxy Vote, and How Does It Work? With Examples

What Is a Proxy Vote?

The term proxy vote refers to a ballot cast by a single person or firm on behalf of a corporation's shareholder who may not be able to attend a shareholder meeting, or who may not choose to vote on a particular issue. Shareholders receive a proxy ballot in the mail along with an information booklet called a proxy statement, which describes the issues to be voted on during the meeting. Shareholders vote on a variety of issues including the election of board members, merger or acquisition approvals, or approving a stock compensation plan.

Registered investment management companies may also cast proxy votes on behalf of mutual fund shareholders or high net worth investors in separately managed accounts.

How a Proxy Vote Works

Publicly-traded companies report their activities to shareholders through their annual meetings. Before those meetings, shareholders receive information on topics to be voted on at the meeting, such as share ownership, the structure of the board of directors (BOD), and executive salary and benefits. Investors who own applicable voting shares in the company as of the company’s record date may be eligible to vote on these issues.

The company may make proxy materials available online, which typically includes an annual report, a proxy statement describing the issues to be voted on, and a proxy card with voting instructions. Materials may also be sent in the mail to investors who are eligible to vote at the annual general meeting (AGM). Often, these AGMs are held in the spring during proxy season.

Rather than physically attending the shareholder meeting, investors may elect someone else, such as a member of the company's management team, to vote in their place. This person is designated as a proxy and will cast a proxy vote in line with the shareholder's directions as written on their proxy card. Proxy votes may be cast by mail, phone, or online before the cutoff time. This is typically 24 hours before the shareholder meeting. Responses may include "For," "Against," "Abstain," or "Not Voted."

For issues involving topics other than electing directors, such as voting on shareholder proposals, a majority of the votes is what typically leads to approval of the issue.

Special Considerations

Sometimes a plurality vote applies when a company elects its board of directors. The winning candidate simply needs more votes than their competitor in a plurality vote. Therefore, an unopposed director only needs one vote to be elected. If shareholders are opposed to the candidate, they may withhold their voting rights.

In some instances, the decision is made based on a majority voting system. When a majority vote applies, directors need to receive a majority of the votes in order to be elected. Because abstaining from voting can impact whether or not a director is elected, the company’s proxy statement must detail how abstained or withheld votes will affect the voting results.

Example of a Proxy Vote

On Nov. 25, 2019, Kirkland Lake Gold (KL) announced that it intended to acquire Detour Gold in an all-stock deal. The two companies would become one company, with Kirkland Lake Gold shareholders owning roughly 73% of the resulting company, leaving 27% for shareholders of Detour Gold.

Although the board members of each company unanimously approved the deal, shareholders were still eligible to vote on the acquisition. All eligible shareholders received voting and proxy information, and per the instructions, shareholders were informed that they could cast their own ballot or appoint someone else to do it for them. The deal was completed in January 2020.

As a result of the deal, Detour Gold shares delisted in February 2020 as the company became a subsidiary of Kirkland Gold.