Corporate Proxy Template: Shareholder Voting Authorization

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Corporate Proxy Template

[Corporation Name]

[Corporation Address]

[City, State, ZIP Code]

Date: [Date]

Subject: Corporate Proxy

1. Corporation Information

This Corporate Proxy is given with respect to:

Corporation Name: [Full Corporation Name]

State of Incorporation: [State]

Principal Office Address: [Address]

2. Shareholder Information

The undersigned shareholder is:

Shareholder Name: [Full Name]

Address: [Street Address]

City, State, ZIP Code: [City, State, ZIP Code]

Number of Shares Owned or Controlled: [Number of Shares]

Class or Series of Shares: [Common / Preferred / Other]

3. Appointment of Proxy Holder

I hereby appoint:

Proxy Holder Name: [Full Name]

Address: [Address]

City, State, ZIP Code: [City, State, ZIP Code]

as my true and lawful proxy and attorney-in-fact to appear, act, vote, and otherwise represent me with respect to the shares identified above.

4. Meeting or Corporate Action Covered

This proxy applies to the following meeting or action:

☐ Annual meeting of shareholders

☐ Special meeting of shareholders

☐ Adjournment or postponement of the meeting

☐ Written consent or other corporate action, if permitted

☐ Other: [Describe]

Meeting Date: [Date]

Meeting Time: [Time]

Meeting Location: [Location or “Virtual Meeting”]

5. Scope of Proxy Authority

This proxy is:

☐ General, giving the proxy holder authority to vote on all matters properly presented at the meeting

☐ Limited, giving the proxy holder authority only as specifically stated in this document

If this proxy is limited, the scope of authority is as follows:

[Describe the specific matters or limits]

6. Voting Instructions

The proxy holder shall vote the shares as follows:

A. Election of Directors

☐ Vote for all nominees proposed by management

☐ Vote according to the proxy holder’s judgment

☐ Vote as follows:

[Name of nominee / For / Against / Withhold]

B. Specific Proposal 1

Description of proposal:

[Describe proposal]

Vote instruction:

☐ For

☐ Against

☐ Abstain

☐ Discretion of proxy holder

C. Specific Proposal 2

D. Additional Matters

For any other matter properly presented at the meeting that is not specifically listed above, the proxy holder shall vote:

☐ In the proxy holder’s discretion

☐ As follows: [Describe]

7. Duration of Proxy

This proxy shall remain effective until:

☐ The conclusion of the meeting and any adjournment or postponement

☐ A specific expiration date: [Date]

☐ Revoked earlier by the shareholder

☐ Other: [Describe]

8. Revocation

I understand that this proxy may be revoked to the extent allowed by law, the corporation’s governing documents, and applicable meeting procedures.

Revocation may be made by:

attending the meeting and voting in person, if permitted;
delivering a later-dated proxy;
delivering written notice of revocation; or
any other valid method allowed under applicable law.

attending the meeting and voting in person, if permitted;

delivering a later-dated proxy;

delivering written notice of revocation; or

any other valid method allowed under applicable law.

If this proxy is intended to be irrevocable, state the basis here:

[Describe or write “Not applicable”]

9. Reliance by Corporation

The corporation, its inspectors of election, officers, and agents may rely on this proxy unless they receive timely notice of revocation or a reason not to accept it under applicable law or corporate procedure.

10. Shareholder Certification

I certify that I am the shareholder of record, or otherwise authorized to grant this proxy for the shares identified above, and that I am signing this document voluntarily for the purpose stated herein.

11. Signature

Shareholder Signature: __________________________

Printed Name: [Shareholder Full Name]

Date: [Date]

12. Optional Witness or Corporate Acknowledgment

Witness or corporate representative, if applicable:

Signature: __________________________

Name: [Full Name]

Title: [Witness / Corporate Secretary / Other]

Date: [Date]

13. Optional Notary Acknowledgment

State of [State]

County of [County]

On this [Day] day of [Month], [Year], before me, the undersigned notary public, personally appeared [Shareholder Full Name], known to me or satisfactorily proven to be the person whose name is subscribed to this document, and acknowledged that they executed it for the purposes stated herein.

Notary Public Signature: __________________________

Printed Name: [Notary Name]

My Commission Expires: [Date]

Notary Seal: __________________________

14. Optional Internal Use Section

Received By: [Name]

Date Received: [Date]

Meeting Reference: [Reference Number or Notes]

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Corporate Proxy Template: Shareholder Voting Authorization

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Corporate Proxy Template — quick answers

Reviewed July 2026 Free download, PDF & DOCX

What is a corporate proxy?

A corporate proxy is a written document that allows a shareholder to authorize another person to attend a meeting and vote shares on the shareholder’s behalf. It is commonly used for annual meetings, special meetings, and other corporate actions where the shareholder cannot appear personally or prefers to appoint another representative. The document helps create a clear record of who may act for the shareholder in connection with the specified meeting or vote.

Why do you need a corporate proxy?

You need a corporate proxy when a shareholder wants someone else to exercise voting rights for shares at a meeting or in connection with a corporate action. It helps document the proxy holder’s authority, reduce confusion during the voting process, and show that the shareholder intentionally delegated voting power. It is especially useful when shareholders are unavailable, live in another location, or want legal counsel, a family member, or another trusted person to act for them.

When should you use a corporate proxy?

Use a corporate proxy before the relevant shareholder meeting, vote, or consent process takes place. It is commonly used for annual shareholder meetings, director elections, merger or sale approvals, amendments to corporate documents, and other matters submitted for shareholder vote. It should be signed early enough for the corporation or meeting organizer to recognize the proxy before voting begins.

How to write a corporate proxy?

Start by identifying the corporation, the shareholder, the proxy holder, and the meeting or matter covered by the proxy. Then state how many shares are covered, whether the proxy is general or limited, and include any voting instructions for specific agenda items. The document should also explain how long the proxy remains effective, whether it can be revoked, and include the shareholder’s signature and date.

Can AI Lawyer help if shareholders, officers, and meeting staff all need to review?

AI Lawyer can help by organizing the proxy into clear sections so each reviewer can quickly find the shareholder details, proxy holder information, meeting date, voting authority, and any special instructions. It can also add placeholders for share numbers, agenda items, revocation language, and signature blocks, making revisions easier to track. A consistent structure helps reduce repeated edits and lowers the chance of missing key voting details before the proxy is submitted and used.

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