2023 Wisconsin Statutes & Annotations › Chapter 180 - Business corporations. › 180.0722 - Proxies.

180.0722
Proxies.
(1)
A shareholder may vote his or her shares in person or by proxy.
(2)
(a)
A shareholder entitled to vote at a meeting of shareholders, or to express consent or dissent in writing to any corporate action without a meeting of shareholders, may authorize another person to act for the shareholder by appointing the person as proxy. An appointment of a proxy may be in durable form as provided in ch. 244.
(b)
Without limiting the manner in which a shareholder may appoint a proxy under par. (a), a shareholder or the shareholder's authorized officer, director, employee, agent or attorney-in-fact may use any of the following as a valid means to make such an appointment:
1.
Appointment of a proxy in writing by signing or causing the shareholder's signature to be affixed to an appointment form by any reasonable means, including, but not limited to, by facsimile signature.
2.
Appointment of a proxy by transmitting or authorizing the transmission of an electronic transmission of the appointment to the person who will be appointed as proxy or to a proxy solicitation firm, proxy support service organization or like agent authorized to receive the transmission by the person who will be appointed as proxy. Every electronic transmission shall contain, or be accompanied by, information that can be used to reasonably determine that the shareholder transmitted or authorized the transmission of the electronic transmission. Any person charged with determining whether a shareholder transmitted or authorized the transmission of the electronic transmission shall specify the information upon which the determination is made.
(c)
Any copy, facsimile telecommunication or other reliable reproduction of the information in the appointment form under par. (b) 1. or the electronic transmission under par. (b) 2. may be substituted or used in lieu of the original appointment form or electronic transmission for any purpose for which the original appointment form or electronic transmission could be used, but only if the copy, facsimile telecommunication or other reliable reproduction is a complete reproduction of the information in the original appointment form or electronic transmission.
(3)
An appointment of a proxy is effective when a signed appointment form or an electronic transmission of the appointment is received by the inspector of election or the officer or agent of the corporation authorized to tabulate votes. An appointment is valid for 11 months unless a different period is expressly provided in the appointment.
(4)
(a)
An appointment of a proxy is revocable unless the appointment form or electronic transmission states that it is irrevocable and the appointment is coupled with an interest. Appointments coupled with an interest include, but are not limited to, the appointment of any of the following:
1.
A pledgee.
2.
A person who purchased or agreed to purchase the shares.
3.
A creditor of the corporation who extended it credit under terms requiring the appointment.
4.
An employee or officer of the corporation whose employment contract requires the appointment.
5.
A party to a voting agreement created under s. 180.0731.
(b)
An appointment made irrevocable under par. (a) is revoked when the interest with which it is coupled is extinguished.
(5)
The death or incapacity of the shareholder appointing a proxy does not affect the right of the corporation to accept the proxy's authority unless the secretary or other officer or agent of the corporation authorized to tabulate votes receives notice of the death or incapacity before the proxy exercises his or her authority under the appointment.
(6)
Notwithstanding sub. (4), a transferee for value of shares subject to an irrevocable appointment may revoke the appointment if the transferee did not know of its existence when he or she acquired the shares and the existence of the irrevocable appointment was not noted conspicuously on the certificate representing the shares or, if the shares are without certificates, on the information statement for the shares.
(7)
Subject to s. 180.0724 and to any express limitation on the proxy's authority stated in the appointment form or electronic transmission, a corporation may accept the proxy's vote or other action as that of the shareholder making the appointment.
(8)
A proxy appointed in connection with a shareholder vote under s. 180.1150 (5):
(a)
Notwithstanding sub. (4), may be revoked at any time by openly stating the revocation at a shareholder meeting or appointing a new proxy in the manner provided under sub. (2) (b).
(b)
Shall be solicited and appointed apart from the sale of or offer to purchase shares of the resident domestic corporation, as defined in s. 180.1150 (1) (c).
(c)
May not be solicited sooner than 30 days before the meeting called under s. 180.1150 (5), unless otherwise agreed in writing by the person acting under s. 180.1150 and the directors of the resident domestic corporation, as defined in s. 180.1150 (1) (c).
History:  1989 a. 303; 1997 a. 27; 1999 a. 9; 2009 a. 319.