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Proxy voting allows shareholders to vote on the composition of the company's board, the compensation of its officers, and the company's accounting firm. It also allows voting on shareholder proposals.

(1) At any time, a shareholder of a company may appoint any individual, including an individual who is not a shareholder of that company, as a proxy to: (a) participate in, and speak and vote at, a shareholders meeting on behalf of the shareholder; or.

Proxies are essentially the corporate law equivalent of absentee balloting. Shareholders send in a card (called a proxy card) on which they mark their vote. The card authorizes a proxy agent to vote the shareholder's stock as directed on the card.

A universal proxy card lists the names of all duly- nominated director candidates for election at an upcoming shareholder meeting, regardless of whether the candidates were nominated by management or shareholders.

A shareholder proxy is a person who is appointed to stand in for a shareholder at a general meeting of members. Essentially, the proxy acts as a representative or substitute for the shareholder in their absence by attending a general meeting and voting on their behalf.

Proxy Approval means that Purchaser has filed a proxy statement with the SEC, all SEC comments to such proxy statement (if any) have been cleared by Purchaser and such proxy statement has been mailed to all Shareholders of Purchaser.

A shared proxy is a proxy server used by multiple users at the same time. Unlike a dedicated proxy exclusively used by one user, a shared proxy's resources and IP address are shared among several users.

A universal proxy card is one that lists all director nominees of all sides in a director election contest. Additional rule changes amend the requirements for the proxy card and proxy statement disclosure applicable to all director elections, whether or not contested.