New! H2O now has access to new and up-to-date cases via CourtListener and the Caselaw Access Project. Click here for more info.

Main Content

Casebook Read Credits
An Introduction to the Law of Corporations: Cases and Materials
Resource 2 . 7 . 3
less than a minute

DGCL Sec. 212 - Stockholder voting rights

Brian JM Quinn

The default rule is that each share of stock gets one vote unless the certificate of incorporation provides otherwise. A stockholder may vote in person, or may delegate authority to another person to vote as their proxy.

You will often hear reference to a "proxy statement". The proxy statement is a federally-mandated information disclosure filed on Form 14A that publicly-traded corporations are required to send to stockholders in advance of a stockholder meeting. The proxy statement includes all the material information required by the Securities Exchange Act of 1934 that stockholders will need in advance of their votes for directors and any other business put to the stockholders for a vote.  The proxy statement will also include a stockholder ballot. 

This book, and all H2O books, are Creative Commons licensed for sharing and re-use with the exception of certain excerpts. Any excerpts from the Restatements of the Law, Principles of the Law, and the Model Penal Code are copyright by The American Law Institute. Excerpts are reproduced with permission, not as part of a Creative Commons license.