A proxy vote is a vote cast by someone authorized to vote on behalf of another eligible voter.
In plain language, an owner, shareholder, or member gives another person authority to vote for them at a meeting or on a specific matter.
Why it matters
Proxy voting matters because not every shareholder or member can attend every meeting. Proxies can affect quorum, election outcomes, mergers, bylaw amendments, and contested governance decisions.
The term is especially important in corporations, associations, and other entities with formal voting rules.
Where it appears
Proxy votes appear in shareholder meetings, proxy statements, board elections, association meetings, merger votes, and governance disputes.
Practical example
A shareholder cannot attend the annual meeting and signs a proxy authorizing another person to vote the shareholder’s shares on director elections.
How it differs from nearby terms
A proxy vote differs from quorum. Proxy voting concerns who casts a vote; quorum concerns whether enough voting power is present or represented.
It also differs from a shareholder agreement, which may set broader voting obligations among owners.
Related terms
Quick knowledge check
Question: What does a proxy vote allow?
Answer: It allows an authorized representative to vote on behalf of another eligible voter.