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Legal Proxy Definition

Proxy has recently taken on meanings in data processing, where it is found in expressions such as proxy servers, a computer system that facilitates the exchange of data between users over a network. The lack of absentee shareholder protection led to the enactment of provisions in the Securities Exchange Act of 1934 authorizing the Securities and Exchange Commission (SEC) to enact proxy voting regulations. These rules and subsequent amendments apply to proxies of publicly traded corporations and all other corporations with total assets of $10 million or more and 2,000 or more shareholders. They require that proxy requests be accompanied by statements informing the shareholder, if known, of the actions to be decided at the meeting, as well as naming and detailing the directors proposed for election or re-election. The proxy itself must prove that it is obtained by management, give the shareholder the opportunity to inform the proxy of the vote, and must be signed and dated. In 2007, the SEC adopted rules for the use of “electronic proxies,” which are proxy documents made available to shareholders by e-mail or on a publicly accessible website. A power of attorney may be revoked at any time, unless it is related to an interest or expressly rendered irrevocable. The sale of a shareholder`s shares automatically revokes all proxies previously granted to vote for those shares. A proxy may also be revoked if the shareholder grants a subsequent proxy or attends the meeting in person. A shareholder may act as a proxy for another shareholder, but a proxy need not be a shareholder. The following is an excerpt from the proxy materials for the 2016 Annual General Meeting of Corning Inc.

Management ensures that interests are fully represented by often encouraging shareholders who are unable to attend the AGM to vote by proxy. Information presented at the annual meeting often influences the future direction of the company, which can have a direct impact on the value of a shareholder`s interest in the company. Proxy is also the abbreviation of a proxy statement, which is a written notice that must be sent by the company to shareholders by proxy prior to the vote, and information such as the subjects to be voted and the names of the directors standing for election to the board, contains votes on the transactions, etc. An authorized representative is a person designated by another person to represent that person at a meeting or before a public body. It also refers to the written power of attorney that allows a person to act on behalf of another person. Power of attorney, a term that refers either to a person authorized to appear elsewhere or to the legal instrument by which the power of attorney is conferred. It is a contracted form of the Middle English word “procuracie”. Proxies are now primarily used for specific reconciliation purposes.

A power of attorney can legally be general or special. A general power of attorney empowers the person to whom it is entrusted to exercise general discretion throughout the matter, while a special power of attorney limits the power to a particular proposal or decision. In English and American bankruptcy proceedings, creditors may vote through an agent, and any proxy, which may be general or special, is issued either by the official receiver or by the trustee. (n. 1) a person authorized to sit in his place at a meeting, including with the right to vote. 2) written authorization given to someone to act or vote in his place. A proxy is generally granted to cast the votes of a shareholder at a meeting of shareholders as well as members of the board of directors and convention delegates. A person who is represented or represented by another person to represent and act for the person, in particular at a meeting or public body. Also the document containing the appointment of this person. The word “power of attorney” is said to be contracted (n.a.) The one who is appointed by another or charged with voting for him. Members of the House of Lords In England, they have the privilege of voting by proxy. 1 Bl.

comm. 168. A person appointed to administer the affairs of another Nau in ecclesiastical courts; a supervisor. Also an annual payment from the parish clergy to the bishop, during visits. Tomlins. These regulations have made it easier for shareholder groups to challenge management control, even though in widely used companies the costs are extremely high.