The following is a portion of the proxy materials for the 2016 Annual General Meeting of Corning Inc. A proxy cannot vote if the shareholder is late and decides to vote for himself. Both shareholders will receive an information package with the proxy circular prior to the Annual General Meeting. Proxy materials provide shareholders with the information necessary to obtain informed votes on matters relating to the success of the Company. 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. Prior to the Annual General Meeting, all shareholders will receive an information package with the proxy circular. The proxy materials provide shareholders with the information necessary to conduct an informed vote on matters important to the Company`s performance. A proxy circular provides shareholders and potential investors with insight into the governance and management of a company. The proxy discloses important information about the items on the agenda of the Annual General Meeting, lists the qualifications of the Management Board and members of the Board of Directors, serves as a ballot for the election of the Board of Directors, lists the major shareholders of a company`s shares, and provides detailed information on executive compensation.

There are also proposals from management and shareholders. The Securities and Exchange Commission (SEC) requires companies to file their proxy statements pursuant to Schedule 14A. Companies submit a power of attorney on a DEF 14A form. In corporate law, an agent has the power to exercise the voting rights attached to shares. This power is usually provided for by a corporation`s charter and articles or by a law of the state. If no proxy is granted, a shareholder cannot vote by proxy. The holder of the share, whose name is entered in the register of companies, is the only person entitled to delegate the right to vote. In the absence of an express requirement, no special form is required for a power of attorney.

However, this must be proven by a sufficient written power of attorney. A power of attorney is not invalid if minor errors or omissions occur in the document. The person named and the card that the shareholder signs to nominate the voter by proxy are often called proxies. For the purposes of this document, we designate a shareholder proxy as the card used to appoint a person to vote on the interests of shareholders. The proxy is used to obtain shareholder response and votes on a particular proposal. A proxy is a person who represents a member at the general meeting of a company with a legal document that could prove his authority. In accordance with Delaware General Corporation Law (DGCL) Title 8, Chapter 1, Section 211, the Company shall take reasonable steps to ensure that the proxy has the same rights as the shareholder to attend, vote and hear the minutes of the meeting; It doesn`t matter if the meeting is held remotely or in person. Each proxy also has the same rights as a shareholder to express his or her approval or disapproval in writing without a meeting, in accordance with Title 8, Chapter 1, Section 212(b) of the DGCL. While proxy voting is often an option, management encourages shareholders to vote in person. If the shareholder is unable to participate, proxy voting is another option. In order for a person to act as an agent for a person, it may be necessary to require official documentation showing the extent to which the officer can speak on behalf of the person. An official proxy document may be required to provide authorizations to perform certain actions.

The shareholder signs a proxy and gives the designated person the official proxy to vote at the general meeting on behalf of the nominee shareholder. n. (1) a person authorized to sit in his place in 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. 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. DEPUTY. One person appointed in place of another to represent him. 2. In canon law, a judicial overseer or a person appointed to administer the legal affairs of another man is called an agent. Ayl.

Parerg. 3. The act by which a person is so appointed shall also be referred to as a representative. 4. Proxies are also annual payments from parish clergy to the bishop, etc., during visits. Tom. Dictionnaire de droit, h.t. Vide Rutherf. Inst. 253; Hall Pr. 14. 5.

The right to vote in the election of a company by proxy is not a general right and the party claiming it must prove a special power of attorney for that purpose. on Corp. 67-69; 1 Paige`s Ch. Rep. 590; 5 days Rep. 329; 5 Cowen, MP 426. While proxy voting is always a choice, management encourages shareholders to vote in person. If the shareholder is unable to attend, proxy voting is an option. Where a person is required to act as an agent for a person, specific documentation may be required showing the extent to which the officer can speak on behalf of the person. Proxy is also the abbreviation for a proxy statement, which is a written notice that must be sent by the company to shareholders before voting by proxy, and contains information such as the subjects to be voted and the names of directors standing for election to the board, votes on transactions, etc..