Proxy Contests

Proxy Contests

A proxy contest, or proxy fight, occurs when a dissident shareholder or group of shareholders, opposes a matter for which a company’s management is soliciting proxies. A proxy contest can take place over such issues as a change in corporate control, representation on the Board of Directors (sometimes referred to as a “short slate”), opposition to a particular course of conduct by a company, environmental or social issues. The shareholder or group of shareholders that opposes a management solicitation may file with the SEC and circulate their own proxy materials, which will include information explaining their point of view.

During a proxy contest, materials and voting forms from both the management and opposition are sent to shareholders prior to the meeting date so there is enough time for shareholders to review materials from both sides and to make informed voting decisions.

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