Jurisdiction(s):
United Kingdom

Related legal acts

Key definition

Proxy definition

What does Proxy mean? In practice, a proxy is the person appointed by a shareholder (member) to attend, speak and vote on the member’s behalf at a company general meeting, including an AGM or EGM. Across England & Wales, Scotland and Northern Ireland, the Companies Act 2006 gives members a statutory right to appoint a proxy; the Companies Act 2014 provides equivalent rights in Ireland. The appointment is usually made by a proxy form (in hard copy or electronically) lodged by the deadline set by the company’s articles, subject to statutory limits. A proxy need not be a member and is often the chair...

Proxy voting at UK company general meetings: show of hands versus polls, multiple proxies, joint holders, voting instructions, and traded company requirements under Companies Act 2006 and Listing Rules

Published by a LexisNexis Corporate expert

Practice notes

Under the Companies Act 2006 (CA 2006), the method by which a Proxy can vote at a general meeting, including an AGM, is set out. Beyond the statute, a company may grant wider rights to members or proxies through its articles of association. Traded companies must also meet further obligations in the CA 2006, and the relevant UK Listing Rules of the Financial Conduct Authority (FCA) and the Financial Reporting Council's UK Corporate Governance Code on proxy voting. This Practice Note summarises those additional Requirements.

For specimen proxy forms, see Precedents:

Short-form proxy form – general meeting of a private company or unlisted public company
Long-form proxy form – general meeting of a private company or unlisted public company
Proxy form – general meeting of a listed public company

This Practice Note does not address appointing a proxy; see Practice Note: Appointing a proxy.

Voting rights

Voting on a show of hands

Subject to a company's articles of association, where a resolution is determined on a show of hands at a meeting: ...

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Web page updated on 21/05/2026

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