A proxy solicitor is a specialized firm that public companies, activist investors, and deal parties hire to gather shareholder votes for a corporate meeting. The work combines securities-law expertise, investor relations, and campaign strategy, and it ranges from quiet quorum-chasing at an annual meeting to full-scale battles during a hostile takeover. In a contested situation the stakes can run into the billions.
The core function is simple to describe and hard to execute: connect whoever is asking for votes with the shareholders who hold them, and bring back enough “yes” votes to carry the day.
What the Work Actually Involves
A solicitor’s job has more layers than the label suggests. Before any outreach starts, the firm advises the client on how to frame proposals so they are likely to win support, and helps structure disclosure to line up with the voting guidelines that big institutional holders follow. Then it builds a projection model, segmenting the shareholder base into institutional holders (mutual funds, pension funds, index funds, hedge funds) and retail investors, and estimating how each major holder is likely to vote based on past behavior, governance policies, and investment style.
Once the campaign is live, the solicitor runs outreach across phone banks, email, and direct meetings with fund managers, monitors vote tallies in real time, and adjusts the strategy as returns come in. It also keeps every communication inside the boundaries of SEC Regulation 14A, which defines a “solicitation” broadly enough to cover phone scripts, press releases, supplemental mailings, targeted digital ads, and even social media posts about a pending deal. Rule 14a-9 prohibits any false or misleading statement of material fact in a solicitation, and applies to every communication in the chain, not just the formal proxy statement.1eCFR. 17 CFR 240.14a-9 – False or Misleading Statements Part of the fee a solicitor earns is for keeping outreach on the right side of that line.
When Companies and Investors Hire One
The intensity of a solicitor engagement varies enormously with the situation.
Annual Meetings
The most common engagement is the annual general meeting. The central task is meeting quorum — the minimum shares that must be represented for the meeting to proceed. Without it, the meeting is adjourned and rescheduled, which is embarrassing and expensive. The solicitor collects enough returned proxies to clear the threshold and secure votes on routine items like electing directors and ratifying the auditor.
Mergers and Acquisitions
Major transactions typically need shareholder approval on both sides of the deal. Asset sales involving substantially all of a company’s property generally require seller shareholder approval, and state law commonly sets the approval threshold at a majority of outstanding shares. The solicitor makes sure shareholders understand the terms and return their votes. A failed vote can kill a transaction that took months to negotiate.
Contested Elections
Proxy fights are the most demanding engagements. An activist investor nominates its own slate of directors to replace some or all of the incumbents, and both sides retain solicitors to compete for the same votes. These campaigns involve aggressive outreach, tight public messaging, and real-time vote tracking. It is essentially a political campaign with a fixed electorate and a hard deadline.
Since Rule 14a-19 took effect for contested elections after August 31, 2022, both sides must include all director nominees on a single universal proxy card. Shareholders can now vote for any combination of management and dissident candidates without splitting their proxy, and dissidents must solicit holders of at least 67% of the voting power entitled to vote in the election.2eCFR. 17 CFR 240.14a-19 Solicitors now spend more time building the case for or against specific nominees, because shareholders can actually pick and choose.
Special Meetings
Companies sometimes call special meetings for charter amendments, major asset sales, or recapitalizations. Some of these actions require supermajority approval under the company’s governing documents, so the solicitor has to clear a higher threshold than a simple majority.
How Solicitors Reach the People Who Actually Own the Stock
The single biggest operational challenge is finding the voters. Roughly 85% of exchange-traded securities in the United States are held through brokers, banks, and other intermediaries rather than directly on a company’s books.3U.S. Securities and Exchange Commission. Spotlight on Proxy Matters – The Mechanics of Voting These “beneficial owners” or “street name” holders don’t appear on the company’s shareholder register; the broker does.
That creates a communication bottleneck. The company cannot mail materials to beneficial owners directly. Instead, brokers or their outsourced service providers distribute voter instruction forms. Making things worse, about 75% of beneficial owners are “objecting beneficial owners,” meaning they have told their brokers not to share their identities with the issuing company.3U.S. Securities and Exchange Commission. Spotlight on Proxy Matters – The Mechanics of Voting A solicitor cannot call someone it cannot find, so a large share of the work goes toward pushing through those intermediary layers.
The record date, announced by the company, sets who is eligible to vote. Anyone who owns shares on that date has voting rights. Since the U.S. moved to T+1 settlement in May 2024, an investor must purchase shares at least one business day before the record date to be eligible.4U.S. Securities and Exchange Commission. Settlement Cycle Small Entity Compliance Guide That freezes the shareholder list and gives the solicitor a defined universe to work.
Institutional Outreach
Institutional investors hold the bulk of most public companies’ shares, so this is where campaigns are won or lost. Solicitors arrange direct conversations with the governance teams at major asset managers, pension funds, and hedge funds. These are substantive discussions about the financial and governance merits of the proposals, not sales calls. Timing is deliberate; solicitors often concentrate outreach in the window right after proxy advisors publish their recommendations.
Retail Outreach
Individual investors are scattered, hard to reach, and unlikely to return their materials. Retail solicitation relies on phone banks, email blasts, and direct mailings to squeeze a small number of votes from a very large group. The cost per vote is high. But in a close contest, retail votes can tip the outcome.
Broker Non-Votes
When beneficial owners don’t return instructions, the broker’s options are limited. Under stock exchange rules, brokers can only vote uninstructed shares on “routine” proposals, typically things like auditor ratification. On non-routine matters, including director elections and executive compensation votes, uninstructed shares become “broker non-votes.” They count toward quorum but not toward the vote on the proposal itself. That is why solicitors push so hard on retail outreach for anything beyond routine business.
The Role of Proxy Advisory Firms
Two firms dominate the advisory landscape: Institutional Shareholder Services (ISS) and Glass Lewis. They issue voting recommendations on virtually every proposal at every public company meeting, and many institutional investors follow those recommendations automatically or with limited independent review. When ISS recommends voting against a company’s say-on-pay proposal, the solicitor knows a significant block of votes will likely follow. Much of the pre-campaign advisory work involves helping clients structure proposals or strengthen disclosure to align with ISS and Glass Lewis guidelines.
What It Costs
The proxy statement itself must disclose the total estimated cost of the solicitation and who is paying for it.5eCFR. 17 CFR 240.14a-101 – Schedule 14A For a routine annual meeting at a mid-size company, solicitor fees are relatively modest, typically in the range of tens of thousands of dollars depending on the size of the shareholder base and the complexity of the proposals.
Contested elections are a different order of magnitude. Based on 2025 data, companies facing a proxy fight spent an average of roughly $4.6 million on the overall contest, including legal, advisory, and solicitation costs, while activist challengers budgeted approximately $1.8 million. Successful activist campaigns approached $5 million in total cost. Contests that settled before a vote still cost companies an average of about $3.7 million. Solicitor fees alone in a contested situation frequently exceed several hundred thousand dollars — a fraction of the total campaign budget, but far more than a routine engagement.
The company almost always pays for management’s solicitation effort. Reimbursement of a dissident’s expenses is sometimes put to a shareholder vote after a successful activist campaign, but there is no obligation to do so.
Who the Major Firms Are
The industry is concentrated. The most prominent U.S. firms include Innisfree M&A Incorporated, Morrow Sodali, Georgeson, and Okapi Partners, and they handle the majority of high-profile contested elections and major transaction votes. Kingsdale Advisors is a significant player in cross-border situations involving Canadian-listed companies. The choice of solicitor often signals the seriousness of the engagement; retaining one of these firms is a recognized step in preparing for a contested vote.