The All-Important Master Ballot: What Is It? Why Do You Need To Sign It In Advance? – And What It Should Say – And Do

“Why do we need to have a Master Ballot for our Shareholder Meetings - and what exactly does it do?” This has been the most common question our Inspectors of Election have been hearing from clients by far - along with an intimately related and equally important one; “Why should we be asking our Proxy Committee members to sign it in advance - which they really hate to do?”  Here, dear readers, are the answers:

• Why do you need to have a Master Ballot - better known as the “Ballot of the Appointed Proxies”? Very simply, it’s because “Proxies are not votes” - as basically understood for scores of years in every state in the union, but as emphatically affirmed by a Washington State judge in a landmark case where your editor in chief and his partner in the Inspector of Election business were obliged not to count “proxies” as “votes” in the absence of a properly signed Ballot of the Appointed Proxies, and were subsequently sued by the losing party. Proxies are documents that designate someone - in this case the specific people designated by the subject company - to cast the votes that run to them as ‘proxies” for the share owners - which they do by signing the Master Ballot and delivering it to the Inspector(s).
• What should the Master Ballot look like?  Basically, it should include all of the information that a company should properly place on the Ballots that are traditionally handed out to shareholders who wish to vote in-person at the Meeting: The name of the company, the Meeting date, all of the items to be voted on - with boxes to check for Yes, No (or Withheld where there is plurality voting for directors) and Abstain - and a place to print, then sign the holders’ name(s).  At the top, the form should be headed “Ballot of the Appointed Proxy” (or proxies) - and at the bottom, there should be spaces for the named corporate proxies to sign - to legally cast the votes that run to the company.
• Is there anything else the Master Ballot should say? Yes - emphatically so: Underneath the heading it should say: “To the Inspectors of Election: We, as the duly appointed proxies for the 20XX Meeting of Shareholders, hereby instruct you to cast the votes that run to us as proxies in accordance with the instructions on the valid proxies on file with you.” (Please be sure to point this language out to anyone who balks at “signing the form ‘in blank’ - since they are not issuing a ‘blank check’ at all.) 
• Who needs to sign the Master Ballot? Only one member of a proxy committee really needs to sign to make it valid, but the signatures of each appointed proxy signifies a nice degree of due diligence on their part, so a “best practice” worth observing.
• Why do you ask companies to sign the Ballot in advance? The short answer is “For your own good.”  But specifically, it’s (i) to make sure it is there, and in the hands of the Inspector(s) as the Meeting begins - and (ii) properly signed, and not forgotten, so the votes will be legally cast - and (iii) most important of all, so that if there should be a power outage, a bomb threat or the fire alarm goes off, you can quickly conclude - rather than “adjourn” - the Meeting - as long as a quorum is present - while you clear the room immediately. (Note well: Every company should have an “emergency script” that will allow you to quickly and safely clear the room - and declare that the Meeting is concluded.) 
• Does the Inspector need to file a “Preliminary Master Ballot”?  No, not really…the Ballot can stay blank until all the votes are in and the Meeting is concluded. Some companies seem to get this confused with the “Inspectors’ Preliminary Report on the Voting” - which should be on file - to certify that a quorum was present at the start of the Meeting.
• A few other practice points: (1) the Master Ballot should not include votes that are made in person - via a ballot they hand in at an in-person Meeting. Some companies try to turn the Ballot into a Proxy that runs to them, but this is NOT a good practice, much less a best practice. (2) Votes that are received from street-name holders via Meeting apps at Virtual Meetings are considered to be “proxies” rather than “votes in person” because it is the broker-assigned code that is used to validate the votes. (3) A great deal of time can be saved, and potential typos avoided, by simply printing “See Attached Report” on the Master Ballot - and attaching a copy of the Inspectors’ Final Report on the Voting.