Proxy appointment form

When a company holds a shareholder meeting, it needs to give shareholders who can’t attend the chance to appoint a proxy to attend and vote for them. Use our model to make sure the appointment includes all the relevant information.

Requirement

A proxy is a person appointed by a shareholder to attend, speak and vote at a shareholder meeting on their behalf. All shareholders have the right to appoint a proxy, so every notice calling a shareholder meeting must include a statement to that effect (see our model Notice of a General Meeting).

Paperwork

Companies can choose whether to include invitations to appoint a proxy with the notice calling the meeting, or supply appointment forms on request to shareholders who need them. If invitations are sent out, they must be sent to all of the shareholders. The advantage of inviting shareholders to appoint a proxy is that it increases the chances of holding a productive meeting by making it as easy as possible for those shareholders who cannot attend in person to send someone on their behalf. Usually, the invitation will name a director as proxy, as they will be at the meeting anyway.

If a company does not send out appointment forms with the notice, they must be ready to supply them on request. The company can provide a form naming a proxy or a list of those willing to act as proxies. The same form/list must be sent to all shareholders who ask for it.

Where the form names a proxy already, shareholders still have the right to choose their own proxy if they wish.

Using the model

When the company prepares the model, it should complete as much of the form as possible, e.g. listing all of the resolutions on the agenda so the shareholders can indicate how they want their proxy to vote on each one. The shareholder should just be required to enter their name, address, indicate their voting instructions and name their proxy (if not already named or they want to choose their own).

The model gives the option to instruct proxies to vote for/against certain resolutions, and to vote as they see fit/abstain on anything else. Or the proxy can be instructed to vote as they see fit on all resolutions.

The model also enables shareholders to instruct their proxy to demand a poll if necessary. If a proxy acts for more than one shareholder, the vote should usually be taken on a poll so that the shareholders’ instructions can be reflected more accurately.

Deadline

The deadline for submitting proxy forms is just before the meeting. A company’s articles may specify a deadline, but they cannot require the forms to be submitted more than 48 hours prior to the meeting. The appointment can be withdrawn at any time before the meeting (see our Revocation of Proxy Appointment).

Many companies keep a register of proxy appointments to help them monitor the quorum at the meeting and count votes on the resolutions. It also enables the company to check in advance whether votes should be taken on a poll.