Proxy

A written document (power of attorney) whereby a shareholder authorizes someone else, typically another shareholder or the company’s management, to vote his or her shares at a corporate meeting. Such a proxy normally relates to election of the board of directors or to various resolutions pending shareholders’ approval. Votes represented by proxy are taken into account in determining the presence or absence of a quorum at any meeting. Proxies shall be submitted in writing to the board prior or at the meeting.