Verify a stockholder proxy before counting the representative's action

For a private Delaware corporation, begin with the stockholder's voting eligibility for the specific action. Match the holder's legal name and relevant shares to the corporate record used for that meeting or consent. Then identify the person claiming to act for the holder and obtain the full proxy authorization.

A company contact, investor representative or meeting attendee is not necessarily the authorized proxyholder. When an entity owns the shares, obtain the information counsel needs to assess the authority of the person granting the proxy. Preserve that connection instead of relying on a familiar email address.

Delaware section 212 permits a stockholder to authorize another person to act by proxy and sets a three-year limit unless the proxy provides a longer period. Review the actual document for the covered meeting or action, named representatives, voting directions and any conditions. Ask counsel to resolve an unclear or conflicting grant before it is counted.

Do not assume every proxy is freely revocable or permanently irrevocable from its title. Section 212(e) imposes conditions for an irrevocable proxy, including a legally sufficient coupled interest. Send counsel the related agreement when the authorization relies on one, and retain the resulting instructions for the vote administrator.

Section 212 recognizes specified electronic authorization methods and requires information supporting the stockholder's authorization or identity. Retain the complete transmission and accompanying evidence, not just a cropped signature image. Have the inspector or other authorized decision-maker record the basis used to accept the authorization where required.

Use a proxy register that links each accepted authorization to the holder, representative, scope and date. A reproduction should include the entire original document. If an attachment is missing or pages conflict, request clarification through a verified channel and keep the item pending until the responsible reviewer resolves it.

Track later proxies, revocation communications, attendance changes and other potentially conflicting instructions in the same register. Have counsel or the authorized inspector determine their effect. Do not overwrite the earlier record or choose whichever instruction arrived in the administrator's inbox last without reviewing the governing rules.

For each resolution, preserve the question, the documents considered and the determination. Tell the person conducting the meeting which representative may act and for which shares or matters. Apply the same determination to remote participation controls so access and voting authority do not diverge.

Retain the accepted proxies and determinations with the vote or consent record, subject to the company's access controls. The final evidence should connect a representative's action to the holder's valid authorization rather than merely showing that someone selected a voting option.

Keep rejected or unresolved proxies clearly separated from the counted population and preserve the reasons through counsel's process. Public-company solicitation and other securities-law requirements require additional advice; this administrative file is focused on the authority used for the private corporation's particular stockholder action.