Shareholder proxy

The Canada Business Corporations Act defines a proxy as a completed and executed or, in Quebec, signed form of proxy by which a shareholder appoints a proxyholder to attend and act on the shareholder’s behalf at a meeting of shareholders. A shareholder who cannot attend a meeting called to approve a sale may meet the term. See shareholders’ written resolution for an approach without a meeting, and this answer on minority shareholders and the buyer’s offer discusses what they can ask to see.

How the CBCA treats it

Section 148(1) lets a shareholder entitled to vote appoint a proxyholder, or alternates, who need not be shareholders, to attend and act within the authority the proxy gives. Section 148(2) says a proxy shall be executed or, in Quebec, signed by the shareholder or by the shareholder’s personal representative authorized in writing. A shareholder may revoke a proxy in the ways listed in section 148(4). Section 149 deals with the form of proxy that management sends, subject to its exceptions.

What to ask

• Whether each proxy is signed by the shareholder or an authorized representative.
• What authority each proxy gives for the vote on the sale.
• Whether any proxy was revoked before the meeting.