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A Voting Agreement is an agreement between stockholders of a company, often entered into in connection with a preferred stock financing, which dictates how the parties to the agreement will vote on particular matters.
A voting trust agreement also goes under the name, pooling agreement. Two or more shareholders transfer their shares to a trustee under a voting arrangement. The trustee will then vote for those shares as a group following the agreement's terms or the majority's will.
What is a Voting Trust? A voting trust is an arrangement where the voting rights of shareholders are transferred to a trustee for a specified period. The shareholders are then awarded trust certificates that provide evidence that they are beneficiaries of the trust.
For a proxy vote, it is a temporary arrangement for a one-time issue; whereas, for a voting trust, it gives the trustees increased power to make decisions on behalf of all shareholders to control the company, which differs from proxy voting in terms of how much power is allocated.
A shareholder may assign his right to vote to another person by means of a voting trust agreement. A voting trust is created by a written trust agreement whereby the original stockholder transfers his shares to a trustee to be held for his benefit.