Iowa law allows shareholders in a for-profit corporation to vote their shares in one of two ways: (1) in person; or (2) by proxy. Notably, while the Iowa Code contains very specific requirements governing many shareholder actions, the code is largely silent with respect to what must occur to properly cast a valid vote via proxy. Indeed, the law does not provide a recommended “form” or require the use of special language to create valid proxy. Rather, and as one might suspect, the law requires some sort of “record” for an effective proxy that must either be: (a) in a “form” – signed by the shareholder – and received by the appropriate person at the corporation; or (b) an “electronic transmission” received by the appropriate person at the corporation. Again, despite using the word “form,” the law does not specify what must be included in the “form.” Often, however, in practice a basic proxy “form” will generally:
1. Identify the shareholder;
2. Identify the corporation;
3. Identify who is appointed to serve as proxy for the shareholder in the corporation;
4. Identify the duration for which the proxy is valid (whether it is applicable and valid only for a specific meeting, or continuation or adjournment thereof, or for an extended window of time and perhaps multiple meetings);
5. Outline any express limitation(s) of authority or provide specific direction(s) on how to vote on a specific matter(s);
6. Identify the effective date;
6. Contain the shareholder’s signature; and
7. Identify the date the proxy is signed or being submitted.
Pursuant to Iowa law, after a proxy is effective the corporation may accept the proxy’s votes and acts as those of the shareholder, subject only to any express limitations contained in the appointment form. Importantly, similar to most principal / agent relationships, a shareholder may confer on a proxy broad authority to generally act for the shareholder; or conversely, provide very detailed instructions concerning how to vote the shares. If you have questions regarding Iowa’s laws governing proxies, you should consider consulting with a licensed Iowa attorney.