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In the context of corporate voting, a proxy refers to a document that allows one person to authorize another to vote on their behalf at a shareholders' meeting. This mechanism is crucial because it enables shareholders who may not be able to attend meetings in person to still participate in the decision-making process. A proxy ensures that the votes of shareholders are counted even when they are not physically present, maintaining the integrity of shareholder democracy within the corporation.

A proxy typically includes specific instructions on how to vote on certain matters, or it may grant the designated proxy holder the discretion to decide how to vote. This flexibility is important as it allows shareholders to have their wishes represented in corporate governance without needing to be present at every meeting.

Understanding what a proxy is, and its role in corporate governance, is essential for grasping the mechanics of shareholder participation and corporate decision-making processes.