How to Fill Out and Submit Your Proxy Vote Form

To fill out a proxy vote form, read the accompanying proxy statement, mark one box for each item on the card (for or withhold on each director nominee; approve, disapprove, or abstain on everything else), sign and date the card if you are voting on paper, and return it online, by phone, or by mail before the deadline printed on the form. The deadline is almost always 11:59 p.m. Eastern Time the day before the shareholder meeting, and a mailed card has to arrive by then, not just be postmarked.

First, Figure Out Which Form You Have

Two documents look almost identical but work differently. If your name is on the company’s share register, you are a registered owner and the company sent you a proxy card directly. If you hold your shares through a broker or bank, which is how most individual investors hold them, you are a beneficial owner in “street name” and what you received is a voting instruction form (VIF) from your intermediary.¹ You fill both out the same way. The only difference is who formally casts the vote with the company: on a proxy card it is the proxy holder named on the card; on a VIF it is your broker, acting on your instructions.

Your name, address, and share count are pre-printed on the form (or pre-loaded if you vote online). Verify them rather than fill them in. A control number — commonly 13 to 16 digits — is printed on the notice or card and authenticates you if you vote online or by phone.

Read the Proxy Statement Before You Mark Anything

The card itself is just a ballot. The proxy statement that came with it is where you find what you are actually voting on: the board’s recommendations, biographical information on director nominees, the company’s rationale for its auditor and executive pay packages, and the text of any shareholder proposals. Making choices without reading the statement is voting blind.

Mark One Box Per Item

SEC Rule 14a-4 governs what the card looks like and gives you specific choices for each kind of item.²

Director elections work differently from everything else. The card lists the nominees by name and lets you vote “for” or “withhold” on each one individually, or on the slate as a group if the card is built that way. Watch the maximum: if three seats are open and you check five names, the card is overvoted and your director votes may not count. The card has to tell you the maximum.

For other proposals — ratifying the independent auditor, the advisory vote on executive compensation (the “say-on-pay” vote required by the Dodd-Frank Act), and any qualified shareholder proposals — you choose approve, disapprove, or abstain.³

If you leave a box blank on a management-solicited proxy, the card itself states in bold how the proxy holder will vote those shares. On a company card that almost always means voting in line with the board’s recommendation. If you want a different result, mark the box.

Sign and Date the Paper Card

Rule 14a-4 requires a designated blank space for the date, and the date is not a formality.² If more than one proxy comes in from you, the tabulator counts only the one with the latest date. An unsigned paper card is treated as invalid by most tabulators, so do not skip the signature. Jointly held shares typically require both holders to sign.

Online and phone submissions do not need a signature. The control number authenticates you instead.

Submit It Through One of Three Channels

You only need to use one.

Online. Go to the URL printed on your notice or card, enter your control number, and follow the prompts. This is the fastest option and gives you an instant confirmation screen.
Phone. Call the toll-free number on the form, enter your control number into the automated system, and make selections with the keypad.
Mail. Mark the paper card, sign and date it, and return it in the pre-paid envelope to the inspector of elections or tabulation agent listed on the form.

The deadline is almost always 11:59 p.m. Eastern Time the day before the meeting, and it applies to all three channels. A mailed card has to be in the tabulator’s hands by then. If you vote online or by phone, save or screenshot the confirmation number — that is your only proof the vote went through if there is a dispute.

You Can Name Someone Else as Your Proxy Holder

The card pre-names one or two company officers to walk into the meeting and cast your votes. You are not stuck with them. Most forms include a blank line where you can write in the name of someone else, and when you do, the management-designated holders lose authority over your shares.⁴ Your designee has to actually show up at the meeting; if they do not, your shares go unvoted. Some companies want advance notice if an alternative representative is attending, so check the proxy statement’s instructions for any registration or credential requirements.

Changing or Revoking a Vote You Already Submitted

You can change your mind as many times as you want before the polls close. Three approaches work.

Submit a new proxy with a later date. Vote again online, by phone, or by mailing a new card. The tabulator counts only the most recent valid submission.
Send a written revocation. Deliver a signed letter to the corporate secretary stating that your previous proxy is revoked. Include your name, account or control number, and the date of the proxy you are revoking.
Vote in person at the meeting. Attend and request a ballot. Just showing up does not cancel your proxy; you have to affirmatively ask to vote in person.

If you realize you made a mistake after submitting, the fix is the same: re-vote online or by phone before the deadline, and the later submission replaces the earlier one.

Mistakes That Waste the Vote

The most common problem is not returning the form at all. Beyond that, a handful of mechanical errors trip people up:

Missing the deadline. A card that arrives at 12:01 a.m. on meeting day is too late. Mail early or use the online portal.
Forgetting to sign a paper card. Unsigned cards are rejected, and jointly held shares typically need both signatures.
Voting for more director nominees than there are seats. Check the maximum printed on the card.
Ignoring the form because you hold in street name. Brokers can vote your shares without instructions only on “routine” matters like auditor ratification. On director elections and say-on-pay, your shares go unvoted if you do not return the voting instruction form.⁵

Get the card back before the cutoff, mark every item you care about, and keep the confirmation. That is the whole job.

1
Investor.gov. What Is the Difference Between Registered and Beneficial Owners When Voting on Corporate Matters
2
eCFR. 17 CFR 240.14a-4 Requirements as to Proxy
3
U.S. Securities and Exchange Commission. Investor Bulletin: Say-on-Pay and Golden Parachute Votes
4
U.S. Securities and Exchange Commission. Venator Materials PLC Amended and Restated Articles of Association
5
U.S. Securities and Exchange Commission. Briefing Paper: Roundtable on Proxy Voting Mechanics