State Codes and Statutes
Statutes > Utah > Title-16 > Chapter-10a > 16-10a-72216-10a-722. Proxies.
(1) A shareholder may vote his shares in person or by proxy.
(2) A shareholder, his agent, or attorney-in-fact, may appoint a proxy to vote or otherwiseact for the shareholder by signing an appointment form or by an electronic transmission. Anelectronic transmission shall contain or be accompanied by information that indicates that theshareholder, the shareholder's agent, or the shareholder's attorney-in-fact authorized thetransmission.
(3) An appointment of a proxy is effective when a signed appointment form or anelectronic transmission of the appointment is received by the inspector of election or the officeror agent of the corporation authorized to tabulate votes. An appointment is valid for 11 monthsunless a longer period is expressly provided in the appointment form.
(4) An appointment of a proxy is revocable unless the appointment form or electronictransmission states that it is irrevocable and the appointment is coupled with an interest. Appointments coupled with an interest include the appointment of any of the following personsor their designees:
(a) a pledgee;
(b) a person who purchased or agreed to purchase the shares;
(c) a creditor of the corporation who extended its credit under terms requiring theappointment;
(d) an employee of the corporation whose employment contract requires theappointment; or
(e) a party to a voting agreement created under Section 16-10a-731.
(5) The death or incapacity of the shareholder appointing a proxy does not affect the rightof the corporation to accept the proxy's authority unless the appointment is not irrevocable andcoupled with an interest, and notice of the death or incapacity is received by the secretary or otherofficer or agent authorized to tabulate votes before the proxy exercises the authority under theappointment.
(6) An appointment made irrevocable under Subsection (4) is revoked when the interestwith which it is coupled is extinguished but the revocation does not affect the right of thecorporation to accept the proxy's authority unless:
(a) the corporation had notice that the appointment was coupled with that interest andnotice that the interest is extinguished is received by the secretary or other officer or agentauthorized to tabulate votes before the proxy exercises the authority under the appointment; or
(b) other notice of the revocation of the appointment is received by the secretary or otherofficer or agent authorized to tabulate votes before the proxy exercises the authority under theappointment.
(7) The corporation is not required to recognize an appointment made irrevocable underSubsection (4) if it has received a writing revoking the appointment signed by the shareholdereither personally or by the shareholder's attorney-in-fact, notwithstanding that the revocation maybe a breach of an obligation of the shareholder to another person not to revoke the appointment. This provision does not affect any claim the other person may have against the shareholder withrespect to the revocation.
(8) A transferee for value of shares subject to an irrevocable appointment may revoke theappointment if the transferee did not know of its existence when acquiring the shares and theexistence of the irrevocable appointment was not noted conspicuously on the certificate
representing the shares or on the information statement for shares without certificates.
(9) Subject to Section 16-10a-724 and to any express limitation on the proxy's authoritystated in the appointment form or electronic transmission, a corporation is entitled to accept theproxy's vote or other action as that of the shareholder making the appointment.
Amended by Chapter 378, 2010 General Session
