Florida Statutes
Part I - General Provisions (Ss. 607.0101-607.193)
607.0722 - Proxies.


(1) A shareholder, other person entitled to vote on behalf of a shareholder pursuant to s. 607.0721, or attorney in fact for a shareholder may vote the shareholder’s shares in person or by proxy.

(2)(a) A shareholder, other person entitled to vote on behalf of a shareholder pursuant to s. 607.0721, or attorney in fact for a shareholder may appoint a proxy to vote or otherwise act for the shareholder by signing an appointment form or by electronic transmission. Any type of electronic transmission appearing to have been, or containing or accompanied by such information or obtained under such procedures to reasonably ensure that the electronic transmission was, transmitted by such person is a sufficient appointment, subject to the verification requested by the corporation under s. 607.0724.
(b) Without limiting the manner in which a shareholder, other person entitled to vote on behalf of a shareholder pursuant to s. 607.0721, or attorney in fact for a shareholder may appoint a proxy to vote or otherwise act for the shareholder pursuant to paragraph (a), a shareholder, other person entitled to vote on behalf of a shareholder pursuant to s. 607.0721, or attorney in fact for a shareholder may make such an appointment by:
1. Signing an appointment form, with the signature affixed, by any reasonable means including, but not limited to, facsimile or electronic signature.
2. Transmitting or authorizing the transmission of an electronic transmission to the person who will be appointed as the proxy or to a proxy solicitation firm, proxy support service organization, registrar, or agent authorized by the person who will be designated as the proxy to receive such transmission. However, any electronic transmission must set forth or be submitted with information from which it can be determined that the electronic transmission was authorized by the shareholder, other person entitled to vote on behalf of a shareholder pursuant to s. 607.0721, or attorney in fact for a shareholder. If it is determined that the electronic transmission is valid, the inspectors of election or, if there are no inspectors, such other persons making that determination shall specify the information upon which they relied.


(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 by the secretary or other officer or agent authorized to count votes. An appointment is valid for the term provided in the appointment form and, if no term is provided, is valid for 11 months unless the appointment is irrevocable under subsection (5).
(4) 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 notice of the death or incapacity is received by the secretary or other officer or agent authorized to tabulate votes before the proxy exercises his or her authority under the appointment.
(5) An appointment of a proxy is revocable by the shareholder unless the appointment form or electronic transmission conspicuously states that it is irrevocable and the appointment is coupled with an interest. Appointments coupled with an interest include the appointment of:
(a) A pledgee;
(b) A person who purchased or agreed to purchase the shares;
(c) A creditor of the corporation who extended credit to the corporation under terms requiring the appointment;
(d) An employee of the corporation whose employment contract requires the appointment; or
(e) A party to a voting agreement created under s. 607.0731.

(6) An appointment made irrevocable under subsection (5) becomes revocable when the interest with which it is coupled is extinguished.
(7) Unless the appointment otherwise provides, an appointment made irrevocable under subsection (5) continues in effect after a transfer of the shares and a transferee takes subject to the appointment, except that 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 the transferee acquired the shares and the existence of the irrevocable appointment was not noted conspicuously on the certificate representing the shares or on the information statement for shares without certificates.
(8) Subject to s. 607.0724 and to any express limitation on the proxy’s authority appearing on the face of the appointment form or in the electronic transmission, a corporation is entitled to accept the proxy’s vote or other action as that of the shareholder making the appointment.
(9) If an appointment form expressly provides, any proxy holder may appoint, in writing, a substitute to act in his or her place.
(10) Any copy, facsimile transmission, or other reliable reproduction of the writing or electronic transmission created under subsection (2) may be substituted or used in lieu of the original writing or electronic transmission for any purpose for which the original writing or electronic transmission could be used if the copy, facsimile transmission, or other reproduction is a complete reproduction of the entire original writing or electronic transmission.
(11) A corporation may adopt bylaws authorizing additional means or procedures for shareholders to use in exercising rights granted by this section.
History.—s. 58, ch. 89-154; s. 15, ch. 97-102; s. 2, ch. 99-135; s. 2, ch. 2001-195; s. 62, ch. 2019-90.

Structure Florida Statutes

Florida Statutes

Title XXXVI - Business Organizations

Chapter 607 - Florida Business Corporation Act

Part I - General Provisions (Ss. 607.0101-607.193)

607.0101 - Short title; applicability.

607.0102 - Reservation of power to amend or repeal.

607.0120 - Filing requirements.

607.0121 - Forms.

607.0122 - Fees for filing documents and issuing certificates.

607.0123 - Effective time and date of document.

607.0124 - Correcting filed document; withdrawal of filed record before effectiveness.

607.0125 - Filing duties of the department.

607.0126 - Appeal from department’s refusal to file document.

607.0127 - Certificates to be received in evidence; evidentiary effect of certified copy of filed document.

607.0128 - Certificate of status.

607.0130 - Powers of department.

607.01401 - Definitions.

607.0141 - Notice.

607.0143 - Qualified director.

607.0201 - Incorporators.

607.0202 - Articles of incorporation; content.

607.0203 - Incorporation.

607.0204 - Liability for preincorporation transactions.

607.0205 - Organizational meeting of directors.

607.0206 - Bylaws.

607.0207 - Emergency bylaws.

607.0208 - Forum selection.

607.0301 - Purposes and application.

607.0302 - General powers.

607.0303 - Emergency powers.

607.0304 - Lack of power to act.

607.0401 - Corporate name.

607.04021 - Reserved name.

607.0403 - Registered name; application; renewal; revocation.

607.0501 - Registered office and registered agent.

607.0502 - Change of registered office or registered agent.

607.0503 - Resignation of registered agent.

607.05031 - Change of name or address by registered agent.

607.05032 - Delivery of notice or other communication.

607.0504 - Service of process, notice, or demand on a corporation.

607.0505 - Registered agent; duties.

607.0601 - Authorized shares.

607.0602 - Terms of class or series determined by board of directors.

607.0603 - Issued and outstanding shares.

607.0604 - Fractional shares.

607.0620 - Subscriptions for shares.

607.0621 - Issuance of shares.

607.0622 - Liability for shares issued before payment.

607.0623 - Share dividends.

607.0624 - Share rights, options, warrants, and awards.

607.0625 - Form and content of certificates.

607.0626 - Shares without certificates.

607.0627 - Restriction on transfer of shares and other securities.

607.0628 - Expenses of issue.

607.0630 - Shareholders’ preemptive rights.

607.0631 - Corporation’s acquisition of its own shares.

607.06401 - Distributions to shareholders.

607.0701 - Annual meeting.

607.0702 - Special meeting.

607.0703 - Court-ordered meeting.

607.0704 - Action by shareholders without a meeting.

607.0705 - Notice of meeting.

607.0706 - Waiver of notice.

607.0707 - Record date.

607.0709 - Remote participation in annual and special meetings of shareholders.

607.0720 - Shareholders’ list for meeting.

607.0721 - Voting entitlement of shares.

607.0722 - Proxies.

607.0723 - Shares held by intermediaries and nominees.

607.0724 - Acceptance of votes and other instruments.

607.0725 - Quorum and voting requirements for voting groups.

607.0726 - Action by single and multiple voting groups.

607.0728 - Voting for directors; cumulative voting.

607.0729 - Voting procedures; inspectors of election.

607.0730 - Voting trusts.

607.0731 - Voting agreements.

607.0732 - Shareholder agreements.

607.0741 - Standing.

607.0742 - Complaint; demand and excuse.

607.0743 - Stay of proceedings.

607.0744 - Dismissal.

607.0745 - Discontinuance or settlement; notice.

607.0746 - Proceeds and expenses.

607.0747 - Applicability to foreign corporations.

607.0748 - Shareholder action to appoint custodians or receivers.

607.0749 - Provisional director.

607.0750 - Direct action by shareholder.

607.0801 - Requirement for and duties of board of directors.

607.0802 - Qualifications of directors.

607.0803 - Number of directors.

607.0804 - Election of directors by certain voting groups; special voting rights of certain directors.

607.0805 - Terms of directors generally.

607.0806 - Staggered terms for directors.

607.0807 - Resignation of directors.

607.0808 - Removal of directors by shareholders.

607.08081 - Removal of directors by judicial proceedings.

607.0809 - Vacancy on board.

607.08101 - Compensation of directors.

607.0820 - Meetings.

607.0821 - Action by directors without a meeting.

607.0822 - Notice of meetings.

607.0823 - Waiver of notice.

607.0824 - Quorum and voting.

607.0825 - Committees.

607.0826 - Submission of matters for a shareholder vote.

607.0830 - General standards for directors.

607.0831 - Liability of directors.

607.0832 - Director conflicts of interest.

607.0833 - Loans to officers, directors, and employees; guaranty of obligations.

607.0834 - Liability for unlawful distributions.

607.08401 - Required officers.

607.0841 - Duties of officers.

607.08411 - General standards for officers.

607.0842 - Resignation and removal of officers.

607.0843 - Contract rights of officers.

607.0850 - Definitions.

607.0851 - Permissible indemnification.

607.0852 - Mandatory indemnification.

607.0853 - Advance for expenses.

607.0854 - Court-ordered indemnification and advance for expenses.

607.0855 - Determination and authorization of indemnification.

607.0857 - Insurance.

607.0858 - Variation by corporate action; application of ss. 607.0850-607.0859.

607.0859 - Overriding restrictions on indemnification.

607.0901 - Affiliated transactions.

607.0902 - Control-share acquisitions.

607.1001 - Authority to amend the articles of incorporation.

607.1002 - Amendment by board of directors.

607.10025 - Shares; combination or division.

607.1003 - Amendment by board of directors and shareholders.

607.1004 - Voting on amendments by voting groups.

607.1005 - Amendment before issuance of shares.

607.1006 - Articles of amendment.

607.1007 - Restated articles of incorporation.

607.1008 - Amendment pursuant to reorganization.

607.1009 - Effect of amendment.

607.1020 - Amendment of bylaws by board of directors or shareholders.

607.1021 - Bylaw increasing quorum or voting requirements for shareholders.

607.1022 - Bylaw increasing quorum or voting requirements for directors.

607.1023 - Bylaw provisions relating to the election of directors.

607.1101 - Merger.

607.1102 - Share exchange.

607.1103 - Action on a plan of merger or share exchange.

607.11035 - Shareholder approval of a merger or share exchange in connection with a tender offer.

607.1104 - Merger between parent and subsidiary or between subsidiaries.

607.11045 - Holding company formation by merger by certain corporations.

607.1105 - Articles of merger or share exchange.

607.1106 - Effect of merger or share exchange.

607.1107 - Abandonment of a merger or share exchange.

607.11920 - Domestication.

607.11921 - Action on a plan of domestication.

607.11922 - Articles of domestication; effectiveness.

607.11923 - Amendment of a plan of domestication; abandonment.

607.11924 - Effect of domestication.

607.11930 - Conversion.

607.11931 - Plan of conversion.

607.11932 - Action on a plan of conversion.

607.11933 - Articles of conversion; effectiveness.

607.11934 - Amendment to a plan of conversion; abandonment.

607.11935 - Effect of conversion.

607.1201 - Disposition of assets not requiring shareholder approval.

607.1202 - Shareholder approval of certain dispositions.

607.1301 - Appraisal rights; definitions.

607.1302 - Right of shareholders to appraisal.

607.1303 - Assertion of rights by nominees and beneficial owners.

607.1320 - Notice of appraisal rights.

607.1321 - Notice of intent to demand payment.

607.1322 - Appraisal notice and form.

607.1323 - Perfection of rights; right to withdraw.

607.1324 - Shareholder’s acceptance of corporation’s offer.

607.1326 - Procedure if shareholder is dissatisfied with offer.

607.1330 - Court action.

607.1331 - Court costs and counsel fees.

607.1332 - Disposition of acquired shares.

607.1333 - Limitation on corporate payment.

607.1340 - Other remedies limited.

607.1401 - Dissolution by incorporators or directors.

607.1402 - Dissolution by board of directors and shareholders; dissolution by written consent of shareholders.

607.1403 - Articles of dissolution.

607.1404 - Revocation of dissolution.

607.1405 - Effect of dissolution.

607.1406 - Known claims against dissolved corporation.

607.1407 - Other claims against dissolved corporation.

607.1408 - Claims against dissolved corporations; enforcement.

607.1409 - Court proceedings.

607.1410 - Director duties.

607.1420 - Administrative dissolution.

607.1422 - Reinstatement following administrative dissolution.

607.1423 - Judicial review of denial of reinstatement.

607.1430 - Grounds for judicial dissolution.

607.1431 - Procedure for judicial dissolution.

607.1432 - Receivership or custodianship.

607.1433 - Judgment of dissolution.

607.1434 - Alternative remedies to judicial dissolution.

607.1435 - Provisional director.

607.1436 - Election to purchase instead of dissolution.

607.14401 - Deposit with Department of Financial Services.

607.1501 - Authority of foreign corporation to transact business required; activities not constituting transacting business.

607.15015 - Governing law.

607.1502 - Effect of failure to have a certificate of authority.

607.1503 - Application for certificate of authority.

607.1504 - Amended certificate of authority.

607.1505 - Effect of a certificate of authority.

607.1506 - Corporate name of foreign corporation.

607.1507 - Registered office and registered agent of foreign corporation.

607.1508 - Change of registered office and registered agent of foreign corporation.

607.1509 - Resignation of registered agent of foreign corporation.

607.15091 - Change of name or address by registered agent.

607.15092 - Delivery of notice or other communication.

607.15101 - Service of process, notice, or demand on a foreign corporation.

607.1520 - Withdrawal and cancellation of certificate of authority for foreign corporation.

607.1521 - Withdrawal deemed on conversion to domestic filing entity.

607.1522 - Withdrawal on dissolution, merger, or conversion to certain nonfiling entities.

607.1523 - Action by Department of Legal Affairs.

607.1530 - Revocation of certificate of authority to transact business.

607.15315 - Reinstatement following revocation of certificate of authority.

607.1532 - Judicial review of denial of reinstatement.

607.1601 - Corporate records.

607.1602 - Inspection of records by shareholders.

607.1603 - Scope of inspection right.

607.1604 - Court-ordered inspection.

607.1605 - Inspection rights of directors.

607.1620 - Financial statements for shareholders.

607.1622 - Annual report for department.

607.1701 - Application to existing domestic corporation.

607.1702 - Application to qualified foreign corporations.

607.1703 - Interrogatories by department; other powers of department.

607.1711 - Application to foreign and interstate commerce.

607.1805 - Procedures for conversion to professional service corporation.

607.1904 - Estoppel.

607.1907 - Saving provision.

607.1908 - Severability clause.

607.193 - Supplemental corporate fee.