September 6, 2025

Stockholder Proxy – Download Template for Every State

Understanding Stockholder Proxy Agreements: Purpose, Use & How to Download the Right Template from LawPassport.com

A Stockholder Proxy Agreement is a legal document that allows a stockholder (shareholder) to authorize another person called a proxy to attend and vote on their behalf at a shareholders’ meeting or corporate action. This agreement ensures stockholders who cannot be physically present at important meetings still have their voting rights exercised as they desire, helping maintain corporate governance and participation.

What Is a Stockholder Proxy Agreement?

A stockholder proxy agreement legally appoints someone to act in place of the stockholder at shareholder meetings. The proxy holder can vote on company matters such as electing the board of directors, approving mergers, or other corporate decisions according to the instructions given by the stockholder, or sometimes at their discretion. This document includes:

  • Identification of the stockholder and the proxy (the appointed representative)
  • Specific powers granted to the proxy (e.g., voting on specified matters)
  • The date or period the proxy is valid for
  • Signature and date to make the proxy authorization official

This agreement serves as legal proof of the delegation of voting authority and protects the rights of absent stockholders.

Why Use a Stockholder Proxy Agreement?

  • Ensures Voting Rights: Allows stockholders to participate in meetings and vote even when absent.
  • Maintains Corporate Control: Enables consistent shareholder influence on decisions critical to company operations.
  • Legal Compliance: Properly documenting proxy appointments complies with corporate bylaws and state laws.
  • Flexibility: Stockholders can specify how and on what issues their proxy should vote, including discretionary authority.
  • Convenience: Simplifies shareholder engagement by eliminating the need to attend meetings in person.

How to Use a Stockholder Proxy Agreement

  • The stockholder completes and signs the proxy agreement appointing a trusted proxy.
  • The proxy attends the shareholders’ meeting on behalf of the stockholder.
  • The proxy votes according to the stockholder’s instructions or discretion, as specified in the agreement.
  • The signed proxy document is submitted as proof of authorization, often before or at the meeting.
  • Stockholders can revoke or change their proxy before the meeting as allowed by law or corporate rules.

Why Download Your Stockholder Proxy Agreement Template from LawPassport.com?

LawPassport.com offers:

  • Attorney-drafted, state-specific stockholder proxy agreement templates ensuring compliance with local corporate governance laws.
  • Customizable forms allowing you to specify the scope and duration of proxy authority.
  • Clear, step-by-step instructions that simplify filling out and executing the document properly.
  • Easy sign-up for instant access to the appropriate proxy form tailored to your state’s legal requirements.
  • Additional corporate legal documents to support your business governance needs.

How to Download Your Stockholder Proxy Agreement Template

  • Visit LawPassport.com and create your free account quickly and securely.
  • Select your state to ensure the proxy agreement complies with state laws and regulations.
  • Download the Stockholder Proxy Agreement template customized for your jurisdiction.
  • Customize with your details, the appointed proxy’s information, and voting instructions following provided guidance.
  • Use the completed and signed agreement to ensure your voting rights are exercised properly, whether in person or by proxy.

Protect Your Shareholder Rights Today

Ensure your votes count even if you cannot attend; sign up at LawPassport.com and download your state-specific Stockholder Proxy Agreement template now!

Read: Termination Agreement – Download Template for Every State

Read: Termination by Tenant – Download Template for Every State