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Proxy War

"Converts apathy into control leverage"

A campaign to convince shareholders to vote for an insurgent slate of board directors, effectively gaining control without purchasing a majority stake.

How It Works

  1. 1

    Nominate alternative slate of board candidates

  2. 2

    File definitive proxy statement with SEC

  3. 3

    Launch shareholder communication campaign

  4. 4

    Engage with proxy advisory firms (ISS, Glass Lewis)

  5. 5

    Win majority of votes at annual meeting

Key Mechanics

Universal proxy rules now allow shareholders to mix and match candidates

Advance notice bylaws require early nomination

Record date determines who can vote

Proxy advisory recommendations heavily influence institutional votes

Regulatory Context

SEC's 2022 universal proxy rules made it easier for activists to run partial slates. This has dramatically increased proxy fight activity.

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