Акционерлер жиналысы және уәкілеттік дауыс беру жүйесі

A proxy statement is a statement required of a firm when soliciting shareholder votes. This statement is filed in advance of the annual meeting. The firm needs to file a proxy statement, otherwise known as a Form DEF 14A (Definitive Proxy Statement), with the U. S. Securities and Exchange Commission. This statement is useful in assessing how management is paid and potential conflict of interest issues with auditors.

In many cases, shareholder votes—particularly institutional shareholder votes—are determined by proxy firms which advise the shareholders. Traditionally, broker dealers have been permitted to vote for "routine" proposals on behalf of their shareholders if the shareholders do not return the proxy statement. This has been controversial, and in 2006 the NYSE Proxy Working Group recommended that the rules, e. g. Rule 452, be modified so that uncontested director elections were not considered routine. Broker voting is, for the most part, governed by Rule 452. In July 2010, the SEC announced that it was seeking public comment on the efficiency of the proxy system.

In contested elections for the board of directors, shareholders typically have to vote using either the management form ("card") listing management candidates or separately listing the contesting candidates in a dissident form. In 2016, the SEC proposed a rule requiring a "universal" proxy card so that shareholders could vote on a mix of candidates, which as of 2019 had not passed.

Prior to 2009, companies in the United States were required to send proxy materials via postal mail, but following a rule change effective in 2009, companies, can handle voting electronically. According to one study, about 31% of voting happened electronically in 2019. Broadridge is another major vendor.

Voting is important for corporate governance, but many of the votes are cast by institutional shareholders, including many who are passive investors. These organizations use proxy advisory firms, notably including Institutional Shareholder Services and Glass Lewis, to help them vote their shares in a responsible way.

The Securities Exchange Act of 1934 also gave the SEC the power to regulate the solicitation of proxies, though some of the rules the SEC has since proposed (like the universal proxy) have been controversial. There has been some controversy over "proxy access" which is a method to allow certain shareholders to nominate candidates which appear on the proxy statement. Historically, only the nominating board can place candidates on the proxy statement. Activist investors typically had mailed their own ballots when running competing candidates. The United States Dodd–Frank Wall Street Reform and Consumer Protection Act specifically allowed the SEC to rule on this issue. In 2010, the SEC passed a rule which allowed certain shareholders to place candidates on the proxy statement; however, in Business Roundtable v. SEC the rule was struck down by the United States Court of Appeals for the District of Columbia Circuit in 2011. Beginning in 2015, proxy access rules began to spread driven by initiatives from major institutional investors, and as of 2018, 71% of S&P 500 companies had a proxy access rule.

According to one estimate, retail investors voted 46% of the time between 2011 and 2016. When retail investors own stock via investment funds such as mutual funds, the investor cannot vote the shares as the investment manager has that power.