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A proxy is a person who represents a member in the shareholders’ meeting of a company, with a legal document that could prove their authority. According to the Delaware General Corporation Law (DGCL) Title 8, Chapter 1, Section 211, the corporation shall implement reasonable measures to make sure the proxy holder has the same rights as the shareholder, to participate in the meeting, to vote, and to hear proceedings of the meeting; no matter the meeting is held remotely or in person. Each proxy also has the same rights as a stockholder to vote or to express consent or dissent in writing without a meeting, according to DGCL Title 8, Chapter 1, Section 212 (b).  

Proxy is also short for a proxy statement, which is a written notice required to be sent by the corporation to the shareholders before voting by proxy, and includes such information as the issues to be voted upon, and the names of directors up for election to the board, votes on transactions, etc.

The Securities and Exchange Commission (SEC) requires that companies file their proxy statement in compliance with Schedule 14A. Companies file proxy statements on a Form DEF 14A.

[Last updated in March of 2022 by the Wex Definitions Team]