A clear Proxy Assembly Agreement reduces ambiguity about who may collect and submit proxies, documents voting instructions, and manage meeting materials. It protects parties by documenting consent, limits, timelines, and recordkeeping responsibilities necessary for regulatory compliance and shareholder governance.
Typical users include corporate secretaries, institutional investors, proxy solicitation firms, and legal counsel managing shareholder votes and proxy materials.
These parties rely on the agreement to document authority, audit trails, and timelines that support governance and regulatory reviews.
Corporate CLOs use the Proxy Assembly Agreement to centralize instructions for shareholder voting, ensure procurement of valid proxies, and document delegations to external solicitors. The agreement supports compliance with SEC proxy rules and preserves an evidentiary chain for internal governance reviews and external audits.
Portfolio managers provide consolidated voting directives to custodians and recordkeepers via the agreement to ensure consistent execution across funds. The document reduces operational risk, clarifies cut-off times for ballots, and supports regulatory reporting and proxy voting policy audits.
| Field | Configuration |
|---|---|
| Authentication | Email link or SMS code; use KBA for high assurance |
| Bulk Send | Supported for mass solicitation; templates recommended |
| Retention | Keep audit trail and copies per retention policy |
| Integrations | Sync with custody or CRM via API or connector |
Use platforms that support secure eSignature, tamper-evident PDFs, detailed audit trails, and integrations with custody or transfer agent systems.
Draft agreement and assemble proxy packets weeks before distribution.
Send notices and signature requests within specified mailing windows.
Track returned proxies, confirm completeness, and log audit entries.
Submit executed proxies to transfer agent before meeting cutoff.
Must precede the relevant shareholder meeting date.
Set so signatures return before delivery cutoff.
If required, obtain notarization before transmission.
Retention begins on execution date or delivery date.
Allow statute-based revocation per state law.
Define grant of power precisely, including whether the assembler has discretionary voting authority, limited instructions only, or authority to substitute alternate proxies; clarity reduces litigation risk and supports transfer agent acceptance.
Include explicit affirmative and negative voting positions, tie-breaking rules, and procedures for ambiguous items; outline whether proxies are cumulative, proxies to be aggregated, and handling of abstentions.
State if the assembler can assign proxy rights to a delegate, the conditions for substitution, and notice requirements to principals or issuers to maintain chain of custody.
Specify acceptable signer authentication methods, electronic consent steps per ESIGN, required ID verification for high-assurance transactions, and whether notarization or RON is required.
Note when a notary acknowledgement or RON is required by state law or company bylaws; include retention requirements for recording audio-video sessions and notary journals.
Detail who retains originals and electronic copies, minimum retention periods, audit access, and procedures for producing records during audits or shareholder disputes.
Provide signed documents as PDF/A and DOCX; include tamper-evident PDFs and certificates of completion compatible with transfer agent systems and internal archives.
Attach proxy cards, solicitation notices, board resolutions, and proof of authority such as power of attorney or board minutes where required.
Assemble an indexed packet with executed proxies, affidavit of service, and a transmittal letter for the transfer agent or company counsel.
Store encrypted copies in cloud storage with access controls, retain physical originals in secure location, and document chain-of-custody for evidentiary integrity during disputes.
A mutual fund complex consolidated voting instructions across hundreds of client accounts under a single Proxy Assembly Agreement to ensure consistent voting.
A solicitation firm used the agreement to clarify substitution rights and notarization requirements when collecting proxies remotely for multiple issuers.
| signNow | DocuSign | Adobe Sign | PandaDoc | HelloSign | |
|---|---|---|---|---|---|
| Starting Price | $8/user/mo | $15/user/mo | $14/user/mo | $19/user/mo | $15/user/mo |
| Free Trial | 7-day free trial | Varies by plan | Varies by plan | Varies by plan | Varies by plan |
| Bulk Send | Yes (Business Premium) | Yes | Yes | Yes | Varies |
| Audit Trail | Yes | Yes | Yes | Yes | Yes |
| HIPAA Compliant | Yes | Yes | Yes | No | No |
| Envelope Cap | No cap | 100 envelopes/user/year | Varies by plan | Varies by plan | Varies by plan |