Shareholder Proxy Agreement

A cumulative or accumulative voting system is used in a corporation to preserve the interests of the minority shareholders. In cumulative voting, the vote per share of a shareholder may be multiplied by the number of directors. This is as opposed to straight voting that offers a single vote per share. Most corporations in the United States use the straight voting model, but not all.

A pooling agreement is a type of voting wherein the shareholders can combine their voting rights into a single voting unit. It is used to create a voting trust for which a trustee is appointed and entrusted with the voting rights. This type of agreement is used to manage corporate affairs for the better, or at least that’s the intention.

It is what you would use to amend an existing agreement rather than having to create an entirely new document. An agreement can have more than one amendment. However, if it involves more substantive changes, it’s always best to create a new agreement.

The answer is no. If you have multiple shares, you cannot split up the voting rights for granting to multiple proxies. If a shareholder is to appear at a shareholders’ meeting and vote in person, any proxy agreement will automatically become invalid.

Unless specified as irrevocable, a proxy agreement is by default revocable. It can be revoked by creating a new proxy agreement, for one. Or you could create a separate revocation that relieves the proxy.