855.846.6529 tmiles@timmileslaw.com

Common shareholders in a publicly traded company have certain rights pertaining to their equity investment. One of the most important of these is the right to vote on certain corporate matters.

What can shareholders vote on?

Shareholders have no right to vote on basic management issues. A corporation’s officers and board of directors manage its day-to-day operation. However, shareholders are able to exert their ownership by voting on key corporate issues. In a large, publicly held corporation, shareholders exert their greatest influence through elections of the corporation’s directors. Shareholders also have the right to vote on proposed corporate changes such as a shift in the corporation’s goals or fundamental structural changes. Additionally, shareholders also have the right to vote on matters that directly affect their ownership, including the corporation’s decision to do a stock split or a proposed merger or acquisition. Finally, shareholders may also have the right to vote on executive compensation packages and other administrative issues.

How do shareholders know when to vote?

Publicly traded companies are required to set what is known as a “record date.” Investors who own the company*s shares on that record date have the right to vote. A shareholder who owns shares of the on the record date will receive one of the following three communications from the company: (1) a notice that proxy materials are available on the Internet; (2) a package containing a proxy card or voting instruction form, annual report, and proxy statement; or (3) a package containing an annual report and information statement, but no proxy card.

How does a shareholder vote at a corporate election?

State law authorizes shareholders to vote at an annual or special meeting. However, since most shareholders are dispersed across the country (or world) far away from these meetings, the law permits shareholders to vote by “proxy” without being present in person. This is how most shareholders vote. In corporate elections, when you vote by proxy, you are authorizing someone, often members of the company’s management, to vote according to your wishes as reflected on the proxy card at the meeting.

Additional resources provided by the author

Mr. Miles received a Bachelor of Science in Psychology from Belmont University in Nashville, Tennessee in 1993 and his J.D. from the Nashville School of Law in May 2001, graduating third in his class, and was made a member of the Honorable Society of Cooper’s Inn which is reserved for students graduating in the top ten percent of their class. He is admitted to practice before the Tennessee Supreme Court; the United States District Court for the Western, Middle and Eastern Districts of Tennessee and the District of Colorado; and the Sixth Circuit Court of Appeals. He is a member of the Nashville Bar Association; National Trial Lawyers Association; and Harry Phillips American Inns of Court (Student Member 2000). Mr. Miles has dedicated his career to representing shareholders in complex class-action litigation. Whether serving as lead, co-lead, or liaison counsel, Mr. Miles has helped recover hundreds of millions of dollars for defrauded investors, shaped precedent-setting decisions, and delivered real corporate governance reforms. Judges and peers have repeatedly recognized Mr. Miles’ relentless advocacy for shareholders, as well as his unbendable ethical standards. For example, Mr. Miles is a member of the prestigious Top 100 Civil Plaintiff Trial Lawyers: The National Trial Lawyers Association, which is by invitation only and is “extended to those attorneys who exemplify superior qualifications, trial results, and leadership in their respective state based upon objective and uniformly applied criteria.” The National Trial Lawyers Association explained the significance of this honor: “With the selection of Timothy L. Miles by The National Trial Lawyers: Top 100, [Mr.] Miles has shown that he exemplifies superior qualifications, leadership skills, and trial results as a trial lawyer. The selection process for this elite honor is based on a multi-phase process which includes peer nominations combined with third party research.” Mr. Miles other recognitions include: • The AV® Preeminent™ Rating by Martindale-Hubble® in Securities Law, Litigation and Class Actions (2014-2018). The AV Rating is the highest possible rating given by LexisNexis Martindale-Hubbell Peer Review for a lawyer and is established on a peer-review basis. The AV Preeminent designation signifies that Mr. Miles has been rated by judges and fellow attorneys as having the highest possible rating for legal abilities and ethical standards. The rating is awarded to less than five percent of all attorneys across the United States, and is the highest rating offered by the Martindale-Hubbell Law Directory. • The AV® Preeminent™ Attorney – Judicial Edition, the Highest Possible Rating in Both Legal Ability & Ethical Standard Reflecting the confidential opinions of members of the Bar and Judiciary by Martindale-Hubble (2017-2018). • The Top-Rated Lawyer in Litigation™ for Ethical Standards and Legal Ability by Martindale-Hubble® (Feb. 2015). • Superb Rated Attorney, (10.0 out of 10), the Highest Rating Possible by Avvo. • Avvo Top Rated Lawyer 2017 & 2018 (Avvo). • America’s Most Honored Professionals – Top 1% (2016-2018) (American Registry). Mr. Miles focuses his practice on securities fraud class actions, shareholder derivative actions, and corporate mergers and acquisitions class actions.