(a) Unless otherwise provided in the certificate of incorporation and subject to § 213 of this title, each stockholder shall be entitled to 1 vote for each share of capital stock held by such stockholder. If the certificate of incorporation provides for more or less than 1 vote for any share, on any matter, every reference in this chapter to a majority or other proportion of stock, voting stock or shares shall refer to such majority or other proportion of the votes of such stock, voting stock or shares.
(b) Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for such stockholder by proxy, but no such proxy shall be voted or acted upon after 3 years from its date, unless the proxy provides for a longer period.
(c) Without limiting the manner in which a stockholder may authorize another person or persons to act for such stockholder as proxy pursuant to subsection (b) of this section, the following shall constitute a valid means by which a stockholder may grant such authority:
(1) A stockholder, or such stockholder’s authorized officer, director, employee or agent, may execute a document authorizing another person or persons to act for such stockholder as proxy.
(2) A stockholder may authorize another person or persons to act for such stockholder as proxy by transmitting or authorizing the transmission of an electronic transmission to the person who will be the holder of the proxy or to a proxy solicitation firm, proxy support service organization or like agent duly authorized by the person who will be the holder of the proxy to receive such transmission, provided that any such transmission must either set forth or be submitted with information from which it can be determined that the transmission was authorized by the stockholder. If it is determined that such transmissions are valid, the inspectors or, if there are no inspectors, such other persons making that determination shall specify the information upon which they relied.
(3) The authorization of a person to act as a proxy may be documented, signed and delivered in accordance with § 116 of this title, provided that such authorization shall set forth, or be delivered with information enabling the corporation to determine, the identity of the stockholder granting such authorization.
(d) Any copy, facsimile telecommunication or other reliable reproduction of the document (including any electronic transmission) created pursuant to subsection (c) of this section may be substituted or used in lieu of the original document for any and all purposes for which the original document could be used, provided that such copy, facsimile telecommunication or other reproduction shall be a complete reproduction of the entire original document.
(e) A duly executed proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A proxy may be made irrevocable regardless of whether the interest with which it is coupled is an interest in the stock itself or an interest in the corporation generally.
8 Del. C. 1953,
§
212;
56 Del. Laws, c. 50;
57 Del. Laws, c. 148,
§
12;
67 Del. Laws, c. 376,
§
6;
71 Del. Laws, c. 339,
§§
28-31;
73 Del. Laws, c. 298,
§
7;
82 Del. Laws, c. 45,
§
7;
82 Del. Laws, c. 256,
§
10;
Notes of Decisions
Hechinger Inv. Co. v. Fleet Retail Fin. Grp., 274 B.R. 71 (D. Del. 2002).
“§ 218; it is not simply a grant of proxy, pursuant to 8 Del. C. § 212, under which the Hechinger family members simply act as agents of the England Family Defendants.”
Abercrombie v. Davies, 123 A.2d 893 (Del. Ch. 1956).
“8 Del.C. § 212. But the courts rather uniformly state that a proxy power must be coupled with an "interest" in order to be irrevocable.”
MARINER LDC v. Stone Container Corp., 729 A.2d 267 (Del. Ch. 1998).
“8 Del C. § 212(a). Section 213 states: In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the board of directors may fix a record date, which record date shall not precede the…”
Sharon Hawkins v. W.Bradley Daniel (Del. Ch. 2022).
· cites it 4× “, 8 Del. C. § 212(b) (specifying requirements for proxy arrangement that can be used to vote shares in a Delaware corporation); Companies Law, § 22(1), Sched.”
Daniel v. Hawkins (Del. 2023).
· cites it 4× “Innovations have also led to the rise in dual-, multi-, and zero-class voting structures, as opposed to the “one share-one vote” default rule memorialized in our 8 Del. C. § 212(a). See David T. White, Delaware’s Role in Handling the Rise of Dual-, Multi-, and Zero-Class Voting…”
Colon v. Bumble, Inc. (Del. Ch. 2023).
· cites it 3× “See 8 Del. C. § 212(a). 10 If the corporation will issue stock that has special attributes, then Section 102(a)(4) provides two alternatives for memorializing the special attributes in the certificate of incorporation.”
Bryan Dorsey v. Robert T. Jones (Del. Ch. 2025).
· cites it 2× “3 Jones asserts that because Dorsey “has granted an irrevocable proxy under 8 Del. C. § 212 to Jones over all shares under his control, .”
In re: Westech Capital Corp. (Del. Ch. 2014).
· cites it 3× “”90 Thus, under 8 Del. C. § 212, a company must announce its intent to diverge from the typical one-share one-vote scheme within its charter for the purposes of altering the general mechanism by which shareholders act.”
Manti Holdings, LLC v. Authentix Acquisition Co., Inc. (Del. 2021).
“, 8 Del. C. § 212(a) (“Unless otherwise provided in the certificate of incorporation and subject to § 213 of [the DGCL], each stockholder shall be entitled to 1 vote for each share of capital stock held by such stockholder.”
— 8 Del. C. § 212(a) — 9 cases
MARINER LDC v. Stone Container Corp., 729 A.2d 267 (Del. Ch. 1998).
“8 Del C. § 212(a). Section 213 states: In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the board of directors may fix a record date, which record date shall not precede the…”
Colon v. Bumble, Inc. (Del. Ch. 2023).
“See 8 Del. C. § 212(a). 10 If the corporation will issue stock that has special attributes, then Section 102(a)(4) provides two alternatives for memorializing the special attributes in the certificate of incorporation.”
In re: Westech Capital Corp. (Del. Ch. 2014).
“”90 Thus, under 8 Del. C. § 212, a company must announce its intent to diverge from the typical one-share one-vote scheme within its charter for the purposes of altering the general mechanism by which shareholders act.”
Manti Holdings, LLC v. Authentix Acquisition Co., Inc. (Del. 2021).
“, 8 Del. C. § 212(a) (“Unless otherwise provided in the certificate of incorporation and subject to § 213 of [the DGCL], each stockholder shall be entitled to 1 vote for each share of capital stock held by such stockholder.”
Daniel v. Hawkins (Del. 2023).
“Innovations have also led to the rise in dual-, multi-, and zero-class voting structures, as opposed to the “one share-one vote” default rule memorialized in our 8 Del. C. § 212(a). See David T. White, Delaware’s Role in Handling the Rise of Dual-, Multi-, and Zero-Class Voting…”
— 8 Del. C. § 212(b) — 4 cases
Sharon Hawkins v. W.Bradley Daniel (Del. Ch. 2022).
“, 8 Del. C. § 212(b) (specifying requirements for proxy arrangement that can be used to vote shares in a Delaware corporation); Companies Law, § 22(1), Sched.”
— 8 Del. C. § 212(c) — 1 case
Daniel v. Hawkins (Del. 2023).
“Innovations have also led to the rise in dual-, multi-, and zero-class voting structures, as opposed to the “one share-one vote” default rule memorialized in our 8 Del. C. § 212(a). See David T. White, Delaware’s Role in Handling the Rise of Dual-, Multi-, and Zero-Class Voting…”
— 8 Del. C. § 212(e) — 3 cases
Sharon Hawkins v. W.Bradley Daniel (Del. Ch. 2022).
“, 8 Del. C. § 212(b) (specifying requirements for proxy arrangement that can be used to vote shares in a Delaware corporation); Companies Law, § 22(1), Sched.”
Daniel v. Hawkins (Del. 2023).
“Innovations have also led to the rise in dual-, multi-, and zero-class voting structures, as opposed to the “one share-one vote” default rule memorialized in our 8 Del. C. § 212(a). See David T. White, Delaware’s Role in Handling the Rise of Dual-, Multi-, and Zero-Class Voting…”
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