Proxy Voting – Frequently Asked Questions

What is a corporate election?

Corporate elections give shareholders the right to influence corporate governance by voting on the board of directors and other issues related to corporate policy and organization.

Why do companies hold elections?

A combination of state incorporation laws and stocks exchange rules require corporations to hold annual elections for directors.

When do most elections occur?

Most companies hold meetings and elections at least once a year, and most of these annual meetings occur between March and June.

Who is entitled to vote?

U.S. public companies set what is known as a "record date” and those who own the company's shares on that record date have the right to vote. It usually takes three days for a securities transaction to settle, so if you’re interested in being a shareowner on the record date you should purchase the company's stock at least three days prior to the record date.

How do I vote at a corporate election?

Shareholders may vote at a shareholder meeting by attending in person. Most shareholders, however, vote by "proxy" without being present in person.

What is a proxy?

A proxy is like an absentee ballot that enables shareholders to vote without physically attending the in-person shareholder meeting. Technically, a proxy gives someone else (usually management) instructions to cast their vote on their behalf.

How do I access my proxy vote?

If you own shares of the company on the record date, the company (or your broker or bank) will send you one of the following communications:

• A notice that proxy materials are available online;
• A package containing a proxy card or voting instruction form, annual report, and proxy statement; or

If you have given consent to receive information electronically, you should receive this correspondence via email.

How can I submit my proxy vote?

Typically, a company will allow you to vote in one or more of the following ways:

• Online
• App
• Phone
• Mail
• In person, you may attend the annual shareholder meeting and vote at the meeting. The materials you receive will describe what you must do to attend and vote, as well as the time, location, and date of the meeting.

How can I attend the annual meeting and vote in person or virtually?

If you hold shares directly with the company then that company will send you materials permitting attendance. Otherwise, your bank broker-dealer will send participation materials.

Can I change my vote after I have submitted it?

Yes, but the change must be submitted in time to be recorded by the company and before the close of the election. Check with the company or your broker to find out when the polls close.

What do "for," "against," "abstain" and "withhold" mean on the proxy card or voter instruction form?

• “For” means you’re in favor of the proposal or director nominee
• “Against” means you’re not in favor of the proposal or director nominee
• “Abstain” means you do not wish to cast a vote one way or another
• “Withhold” is similar to abstain, but is used in instances in which nominees run unopposed and therefore only need a single vote to earn a “plurality.” In these cases, “against” votes are meaningless, so you only have the option to vote “for” or “withhold.”