This article is the marvelous work of our current law clerk Kieran O’Day, who will be finishing his stint with us shortly and heading on to clerk with the Supreme Court for the State of Wisconsin!

Wisconsin Statutes Permitting Proxies Generally

Wisconsin corporations are governed by Wisconsin Statutes Chapter 180. Specifically, Wisconsin Statute Section 180.0722, titled “Proxies,” sets forth the process for and requirements of proxy voting for Wisconsin corporations. Wisconsin Statute Section 180.0722(1) states in its entirety, “A shareholder may vote his or her shares in person or by proxy.” This statute section provides shareholders a statutory right to vote by proxy, and it is the default rule that cannot be revoked by the articles of incorporation or the corporate bylaws. Note that several sections throughout chapter 180 use the phrase “unless otherwise provided in the articles of incorporation” to allow for variance. See e.g. Wis. Stat. §§ 181.0622(2), 181.0728(1), and 181.0725(1). Section 181.0722 does not contain any such language allowing the alteration of the default rule permitting the shareholders to vote by proxy.

Some confusion may arise when one researches the laws relating to Wisconsin voting by proxy because Chapter 181, which governs non-stock corporations, permits voting by proxy “unless the articles of incorporation or bylaws provide otherwise.” Wis. Stat. § 181.0724(1). Non-stock corporations are those without capital stock and rather than shareholders, those with a voting interest in the corporation are called “members.” Wis. Stat. § 181.0103(15), (17). If a corporation is incorporated under chapter 180 and not 181, this permissive language is not applicable.

Requirements for Voting by Proxy

Section 180.0722 also lays out the process by which shareholders vote by proxy and the requirements of submitting such a vote. The statutes authorize both physical and electronic proxy appointments and appointments of proxies are “effective when a signed appointment form or an electronic transmission of the appointment is received by the inspector of the election or the officer or agent of the corporation authorized to tabulate votes.” Wis. Stat. §§ 180.0722(2)(b)(1),(2); 180.0722(3). Under Section 180.0722(4)(a), appointments of proxy are revocable “unless the appointment form or electronic transmission states that it is irrevocable and the appointment is coupled with an interest.” The statute then outlines some appointments that may be coupled with interests, including among others, pledgees, persons who purchased or agreed to purchase the shares, or parties to a voting agreement created under s. 180.0731. Wis. Stat. §§ 180.0722(4)(a)(1), (2), (5).

Under Section 180.0724, corporations may, acting in good faith, accept proxy appointments whether the appointment corresponds with the name of a shareholder or not. If an appointment does not correspond with the name of a shareholder, Sections 180.0724(2)(a)-(e) provide when the proxy may still be accepted. Corporations may reject a proxy appointment “if the secretary or other officer or agent of the corporation who is authorized to tabulate votes, acting in good faith, has reasonable basis for doubt about the validity of the signature on it or about the signatory’s authority to sign for the shareholder.” Wis. Stat. § 180.0724(3). Corporations are deemed to have acted in good faith in either accepting or rejecting a proxy appointment “unless a court of competent jurisdiction determines otherwise.” Wis. Stat. § 180.0724(5).

Beyond what is required to submit a vote by proxy, there are no additional statutory requirements for proxies, whether on behalf of the shareholder or the corporation. There need not be a statement regarding proxy voting in the articles of incorporation or the bylaws, though it is best practice to include a statement that matches the statutory language if a corporation believes voting by proxy will occur.[1]


[1] For the statutory requirements and optional provisions of articles of incorporation see Wis. Stat. § 180.0202.  For the law regarding corporate bylaws see Wis. Stat. § 180.0206.