Improper announcement of proxy vote results

[Guest Dan]

I recently attended a company annual general meeting where a motion of non-confidence in the chairperson and board of directors was placed before the shareholders.

The motion was read but before it was opened for debate/discussion and before the vote by attending shareholders the chairperson announced the proxy vote results.

This seemed highly improper to me. Announcing the proxy results would have been prejudicial to the subsequent debate and formal vote by shareholders.

Does anyone know of a rule that covers this or of a similar situation?

Thanks,

[jstackpo]

Not in RONR, which doesn't deal with proxies much, other than to assert they are not to be used without bylaw authorization.

Any "sentence first, verdict afterwards" violation would have to be in your company's rules.

[Josh Martin]

I recently attended a company annual general meeting where a motion of non-confidence in the chairperson and board of directors was placed before the shareholders.

I think you may want to look at FAQ #7, as people frequently misunderstand what a "motion of no confidence" means in an ordinary assembly.

The motion was read but before it was opened for debate/discussion and before the vote by attending shareholders the chairperson announced the proxy vote results.

Does anyone know of a rule that covers this or of a similar situation?

Well, I'm a bit puzzled as to how the proxy holders voted before the vote was taken. It seems that the chair is either confusing the instructions attached to a proxy with the vote itself, or is confusing proxy votes with absentee ballots. See RONR, 11th ed., pgs. 428-429 and pgs. 424-425 for more information on proxy voting and absentee ballots, respectively.

Absentee voting issues aside, the rule in RONR is quite clear that debate and the taking of the vote precede the announcement of the vote. (RONR, 11th ed., pg. 42, lines 10-20) This is a general rule, but I'm not aware of an exception to this rule anywhere in RONR, so any exception would need to be in your own customized rules or applicable law.