A campaign to solicit votes (or proxies) in opposition to management at an annual or special meeting of stockholders or through action by written consent. A proxy contest is a tactic frequently used by a party attempting a hostile takeover or a dissident group of stockholders to replace a company’s existing board of directors with new directors that support the potential acquirer’s or dissident stockholders’ agenda and objectives. The initiator of the proxy contest (or proxy fight) attempts to secure a sufficient number of proxies from the company’s stockholders to vote such stockholders’ shares in favor of the new group of directors.

For more information, see Practice Note, Proxy Contests.