(a) Unless the charter provides for a greater or lesser number of votes per share or limits or denies voting rights, each outstanding share of stock, regardless of class, is entitled to one vote on each matter submitted to a vote at a meeting of stockholders. However, a share is not entitled to be voted if any installment payable on it is overdue and unpaid.
Who may vote stock
(b)(1) A stockholder may vote the stock the stockholder owns of record either:
(i) In person; or
(ii) By proxy as provided in subsection (c) of this section.
(2) Unless a proxy provides otherwise, it is not valid more than 11 months after its date.
(3) Unless otherwise agreed in writing, the holder of record of stock which actually belongs to another shall issue a proxy to vote the stock to the actual owner on the owner's demand.
Proxies
(c)(1) A stockholder may authorize another person to act as proxy for the stockholder as provided in this subsection.
(2)(i) A stockholder may sign a writing authorizing another person to act as proxy.
(ii) Signing may be accomplished by the stockholder or the stockholder's authorized agent signing the writing or causing the stockholder's signature to be affixed to the writing by any reasonable means, including facsimile signature.
(3)(i) Subject to subparagraph (ii) of this paragraph, a stockholder may authorize another person to act as proxy by transmitting, or authorizing the transmission of, an authorization for the person to act as proxy to:
1. The person authorized to act as proxy; or
2. Any other person authorized to receive the proxy authorization on behalf of the person authorized to act as the proxy, including a proxy solicitation firm or proxy support service organization.
(ii) The authorization may be transmitted by a telegram, cablegram, datagram, electronic mail, or any other electronic or telephonic means.
(4) A copy, facsimile telecommunication, or other reliable reproduction of the writing or transmission authorized under paragraphs (2) and (3) of this subsection may be substituted for the original writing or transmission for any purpose for which the original writing or transmission could be used.
Revocability
(d)(1) A proxy is revocable by a stockholder at any time without condition or qualification unless:
(i) The proxy states that it is irrevocable; and
(ii) The proxy is coupled with an interest.
(2) A proxy may be made irrevocable for as long as it is coupled with an interest.
(3) The interest with which a proxy may be coupled includes an interest in the stock to be voted under the proxy, an interest as a party to a voting agreement created in accordance with § 2-510.1 of this subtitle, or another general interest in the corporation or its assets or liabilities.
Credits
Added by Acts 1975, c. 311, § 2, eff. July 1, 1975. Amended by Acts 1994, c. 594, § 1, eff. Oct. 1, 1994; Acts 1999, c. 454, § 1, eff. Oct. 1, 1999; Acts 2014, c. 550, § 1, eff. Oct. 1, 2014; Acts 2014, c. 551, § 1, eff. Oct. 1, 2014.
Current through legislation effective through April 9, 2023, from the 2024 Regular Session of the General Assembly. Some statute sections may be more current, see credits for details.
