Identify the authority the holder gave
A stockholder unable to attend a meeting may ask a founder or adviser to vote their shares. The corporation needs the actual proxy authority, not merely a statement that the two people usually agree. Begin with the holder, securities, permitted action and executed authorization. A representative may have power to attend or receive information without necessarily holding the voting authority claimed.
Delaware General Corporation Law section 212 addresses proxies, electronic authorization, duration and irrevocability. It includes a default three-year duration unless the proxy provides a longer period, and conditions for an irrevocable proxy. The company should review the document and facts before accepting votes or promising that a proxy can never be revoked simply because that word appears in the heading.
Calculate voting power without duplicating the holder
Suppose a stockholder owns 150 of 1,000 voting shares and appoints a representative under a supported proxy. The representative may cast the authorized 150 votes under the actual terms; the proxy does not create another 150 shares. If the holder also appears in the attendance report, reconcile the participation and voting instruction so the same shares are not counted twice.
The example does not determine priority among competing proxies or establish the permitted scope. It shows why the meeting roster should distinguish record ownership from the person exercising voting authority. The corporation should preserve the proxy with the voting entry and identify which securities and actions it covers. A general power-of-attorney document should be evaluated on its actual terms rather than assumed equivalent to every requested proxy.
Review dates and the claimed irrevocable interest
Identify the proxy date, stated duration and any later document affecting it. A proxy more than three years old needs review of any longer period specified under the statute before use. Do not assume an undated scanned copy remains effective indefinitely. Preserve the original or a supported complete reproduction and relevant delivery evidence.
For claimed irrevocability, section 212 requires more than the label: the proxy must be coupled with a sufficient interest under the rule and remains irrevocable only while the applicable conditions hold. Identify the underlying agreement and whether the interest continues. A founder should not rely on a permanent-control description without analyzing the actual transaction and any termination or satisfaction of the relevant interest.
Authenticate electronic and competing instructions
Use a process that supports attribution of the authorization to the holder or appropriate representative. Preserve the electronic transmission and information used to verify it. A forwarded image without context may require further inquiry. The statute addresses reliable reproductions and electronic authority, so the company should retain the complete document rather than only a signature cropped from the last page.
If multiple instructions exist, preserve all versions and evaluate their sequence, scope and effect before counting the vote. Do not discard an inconvenient later communication or allow the founder to choose the document yielding the preferred result. A disputed proxy should be routed through the applicable meeting and legal process with a clear record of the facts.
Keep the proxy linked to the action record
After the meeting or consent, retain the accepted proxy, verification basis and votes cast. Reconcile the result with the holder’s shares and applicable record date. If the proxy is continuing, record its supported expiration and review triggers separately from the completed action. Future votes need their own check for changes in ownership, scope or revocation.
This article does not validate a proxy, determine a sufficient irrevocable interest or resolve competing instructions. The document, facts and current law control. The useful decision is to verify authority, duration and revocability before counting a representative’s votes. That gives the corporation a reproducible approval record and prevents an old or informally described delegation from being treated as perpetual voting control. Where a proxy authorizes discretion on some matters but directs a specific vote on others, identify that distinction in the voting instructions. The representative should not assume attendance authority includes freedom to change a directed vote. Preserve the relevant instruction with the final tally so the corporation can explain how the document was applied. Tell the meeting administrator which proxies remain unresolved before announcing a final percentage, so disputed authority is not concealed inside an apparently precise vote total.
Sources & further reading
Consult the original guidance and its effective dates. These references support the educational discussion; their application depends on the specific facts.