Voting Agreement by Shareholders to Grant Irrevocable Proxy

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This Voting Agreement by Shareholders to Grant Irrevocable Proxy is used by shareholders who agree to grant a proxy holder the right to exercise voting shares. This holder will be directed to vote as specified by the shareholders.

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This Voting Agreement by Shareholders to Grant Irrevocable Proxy is for use by corporate shareholders who agree to grant an irrevocable proxy to exercise voting rights of certain shares. The proxy holder will be directed to vote as specified by the shareholders in the proxy.

This agreement sets out the shares subject to the agreement, the person to whom proxy is granted and language to be included in the irrevocable proxy. It also sets out that the agreement will terminate once the shares are voted, regardless of the outcome of the election.

This Voting Agreement by Shareholders to Grant Irrevocable Proxy contains:
  • Intent: Corporate shareholders desire to enter into a voting agreement for the purpose of granting an irrevocable proxy to exercise specific voting rights;
  • Subject Shares: Sets out the shares which are subject of this agreement on an exhibit attached to the agreement;
  • Proxy Grant: Grants the proxy holder the right to vote the shares and sets out the language which will legend the irrevocable proxy;
  • Termination: This agreement will terminate once shares are voted, regardless of the outcome of the election;
  • Signatures: All shareholders must sign this agreement.

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This attorney-prepared packet contains:
  1. General Information
  2. Instructions and Checklist
  3. Voting Agreement by Shareholders to Grant Irrevocable Proxy
State Law Compliance: This form complies with the laws of all states
Number of Pages8
DimensionsDesigned for Letter Size (8.5" x 11")
EditableYes (.doc, .wpd and .rtf)
UsageUnlimited number of prints
Product number#43674
This is the content of the form and is provided for your convenience. It is not necessarily what the actual form looks like and does not include the information, instructions and other materials that come with the form you would purchase. An actual sample can also be viewed by clicking on the "Sample Form" near the top left of this page.
Voting Agreement by Shareholders
to Grant Irrevocable Proxy


THIS AGREEMENT, dated __________________, is among __________________[names of participating shareholders], shareholders of __________________[name of corporation], a ___________________ [state] corporation (collectively Shareholders”; individually Shareholder”).
The Shareholders are shareholders of __________________[name of corporation] (Corporation”), __________________[if corporation is not a close corporation: a ______________ [state] corporation or, if corporation is a close corporation: a _____________ [state] close corporation as defined by _________________________________________ [statute]].
The Shareholders desire to enter into a Voting Agreement, prepared in accordance with _________________________________________ [statute], for the purpose of granting an irrevocable proxy to exercise specified voting rights of shares of stock of __________________[name of corporation].
Shares Subject to This Agreement. The undersigned shareholders agree that the number of shares of stock of the Corporation listed __________________[in Exhibit A or opposite their names below] will be subject to the proxy granted in Article 2]. [Add if necessary: Exhibit A is attached to and incorporated by reference into this Agreement].
Grant of Proxy. On the execution of this Agreement, the Shareholders agree to grant to __________________[name of proxy holder] an irrevocable proxy to vote the shares subject to this Agreement for the sole and limited purposes of electing __________________[names of persons to be elected to the board ] to the Board of Directors of the Corporation and of passing the proposals concerning __________________[nature of proposals to be passed]. The proxy shall be in substantially the following form:
The undersigned shareholders, holders of ____________ [specify number] shares of __________________ [description] stock of the Corporation, represented by the share certificates listed __________________ [in Exhibit A or opposite their names below], by this Agreement revoke all proxies dated before the date this Agreement is executed, and irrevocably appoint __________________ [names of proxy holders] as proxies to vote and otherwise represent the above-listed shares for the following matters:
(1) For the election of __________________ [name(s) ] to the Board of Directors of the Corporation.
(2) For __________________ [insert proposals for which affirmative vote will be cast].
The proxy holders named in this Agreement or any of them will represent the undersigned for the purpose of determining a quorum at any shareholders meeting that they attend. However, their authority is specifically limited to an affirmative vote or written consent to the particular matters stated above.
Termination of Agreement. This Agreement will terminate once the shares have been voted for the particular purposes stated in this Agreement, regardless of the outcome of the election of directors and other matters.
Necessary Act. All parties to this Agreement will perform any acts, including executing any documents, that may be reasonably necessary to fully carry out the provisions and intent of this Agreement.
Notices. All notices, demands, requests, or other communications required or permitted by this Agreement will be in writing and shall be deemed duly served when personally delivered to the party or to an officer or agent of the party, or when deposited in the United States mail, first-class postage prepaid, addressed to the proxy holders at __________________[address], or to a Shareholder at the address appearing for him or her on the books and records of the Corporation, or at any other address the party may designate by written notice to the others.
Remedies. The parties will have all the remedies available to them for breach of this Agreement by law or in equity. The parties further agree that in addition to all other remedies available at law or in equity, the parties will be entitled to specific performance of the obligations of each party to this Agreement and immediate injunctive relief. The parties also agree that if an action is brought in equity to enforce a partys obligations, no party will assert as a defense that there is an adequate remedy at law.
Attorneys Fees. In the event of any litigation concerning this Agreement between the parties to this Agreement the prevailing party will be entitled, in addition to any other relief that may be granted, to reasonable attorneys fees.
Binding on Successors and Assigns. This Agreement will be binding on the parties to the Agreement and on each of their heirs, executors, administrators, successors, and assigns.
Severability. If any provision is unenforceable or invalid for any reason, the remaining provisions will be unaffected by such a holding.
Governing Law. This Agreement will be construed according to and governed by the laws of the State of ____________________.
Entire Agreement. This instrument [for each exhibit attached, add: and Exhibit ____________] constitutes the entire Voting Agreement of the Shareholders and correctly sets forth the rights, duties, and obligations of each party and of each party to the other. Any prior agreements, promises, negotiations, or representations concerning the Agreements subject matter not expressly set forth in this Agreement are of no force or effect.
Executed on __________________[date], at __________________[city], __________________[county], _________________ [state].
[Repeat as required: ]
__________________ [signature]
 [typed name]
[List all shareholders who are party to the agreement, the number of shares each party commits to the agreements, and the numbers of the certificates representing those shares.]

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