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That's because for centuries the law has sensibly said that the suppliers of equity capital should choose their stewards and weigh major corporate changes. But if you hold shares through an index fund, mutual fund or retirement account, the fund managers usually decide how to vote your interests.
Proxy contest: When a shareholder or group of shareholders take voting on certain corporate actions (director nominees, mergers) directly to all shareholders without the support of the company or its board.
Proxy statements must disclose the company's voting procedure, nominated candidates for its board of directors, and compensation of directors and executives. The proxy statement must disclose executives' and directors' compensation, including salaries, bonuses, equity awards, and any deferred compensation.
A proxy vote is a ballot cast by one person or firm for a company's shareholder who can't attend a meeting, or who doesn't want to vote on an issue. Prior to a company's annual meeting, eligible shareholders may receive voting and proxy information before a shareholder vote.
Proxy voting is a form of voting whereby a member of a decision-making body may delegate their voting power to a representative, to enable a vote in absence. The representative may be another member of the same body, or external.