A proxy solicitor is a specialized firm that public companies, activist investors, and deal parties hire to gather shareholder votes ahead of a corporate meeting. The work ranges from routine quorum-chasing at an annual meeting to full-scale campaigns during contested director elections and multibillion-dollar merger votes. In every case, the solicitor’s job is to connect whoever is asking for votes with the shareholders who hold them, and to bring back enough support to pass the proposal.
What the Work Actually Involves
At the simplest level, a proxy solicitor reaches shareholders and asks them to vote a certain way. The job has more layers than that first suggests. Solicitors advise clients on how to frame proposals so they’re more likely to win support, build models predicting how large institutional holders will vote, monitor vote tallies in real time, and coordinate outreach across phone banks, email campaigns, and in-person meetings with fund managers.
They also keep every communication within SEC rules. Regulation 14A defines a solicitation broadly enough to cover phone calls, press releases, supplemental mailings, call-center scripts, and even social media posts about a pending deal. Each of those communications has to be filed with the SEC and has to stay on the right side of the antifraud rule that prohibits false or misleading statements about any material fact. Solicitors earn part of their fees by policing the client’s own communications team against stepping over that line.
When Companies Hire a Proxy Solicitor
Engagements fall into a few recognizable categories, and the intensity scales with the stakes.
Annual Meetings
The most common engagement is the annual general meeting. The core task is achieving quorum, meaning the minimum number of shares that must be represented for the meeting to proceed at all. If quorum isn’t met, the meeting has to be adjourned and rescheduled, which is both embarrassing and expensive. Beyond quorum, the solicitor collects votes for routine items like electing directors and ratifying the auditor.
Mergers and Acquisitions
Major transactions typically require shareholder approval. In a merger, both the target and the acquirer usually need their shareholders to vote in favor, and state law commonly sets the approval threshold at a majority of outstanding shares. A failed shareholder vote can kill a deal that took months to negotiate, so the solicitor’s work here is directly tied to whether the transaction closes.
Contested Elections
Contested director elections, often called 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 fight for votes. These campaigns involve aggressive shareholder outreach, detailed public messaging, and real-time vote tracking. The solicitor is running what amounts to a political campaign with a fixed electorate and a hard deadline.
Special Meetings
Companies also call special meetings for significant actions outside the annual cycle, such as charter amendments, major asset sales, or recapitalization plans. Some of these actions require supermajority approval under the company’s governing documents, which raises the vote threshold the solicitor has to clear.
How Proxy Solicitors Reach Shareholders
Finding the actual voters is the single biggest operational challenge in the business. 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.1U.S. Securities and Exchange Commission. Spotlight on Proxy Matters – The Mechanics of Voting These “street name” or beneficial owners don’t appear on the company’s shareholder register. The broker does.
About 75% of beneficial owners are classified as “objecting beneficial owners,” meaning they’ve told their brokers not to share their identities with the issuing company.1U.S. Securities and Exchange Commission. Spotlight on Proxy Matters – The Mechanics of Voting A solicitor can’t call someone they can’t find, so much of the effort goes toward working through intermediary layers to reach the people who actually control the vote.
Once the universe is defined by the record date, outreach splits into two very different operations.
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. Outreach often concentrates in the window right after ISS and Glass Lewis publish their recommendations, either reinforcing a favorable one or building a case against an unfavorable one.
Retail Outreach
Individual investors are scattered, hard to reach, and unlikely to return proxy materials. Retail solicitation relies on phone banks, email, and direct mailings to extract a small number of votes from a very large group. The cost per vote dwarfs what it costs to secure institutional votes. But in a close contest, retail votes can tip the outcome, so solicitors devote real resources to this segment despite the inefficiency.
Broker Non-Votes
When beneficial owners held in street name don’t return instructions to their brokers, the broker can only vote those shares at its discretion on “routine” proposals, typically limited to items like ratifying the auditor. For non-routine matters, including director elections and executive compensation votes, brokers are prohibited from casting uninstructed votes. Those shares become “broker non-votes” and count toward quorum but not toward the vote on the proposal itself. Every disengaged retail investor is effectively a lost vote on any contested item, which is why solicitors push so hard to generate instructions from the retail base.
The Role of ISS and Glass Lewis
Two firms dominate the proxy advisory business: 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. A large passive index fund that follows the advisor’s call to the letter requires a very different approach than a concentrated value fund whose portfolio manager makes independent governance decisions.
Much of a solicitor’s pre-campaign work involves helping clients structure proposals and strengthen disclosure to align with ISS and Glass Lewis voting guidelines. When an unfavorable recommendation lands, the solicitor shifts into damage control, meeting with institutional holders one by one to argue the merits and try to peel votes back from the recommendation.
What Proxy Solicitors Cost
The proxy statement itself must disclose the total estimated cost of the solicitation and who is paying for it.2eCFR. 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. Even contests that settled before going to a vote cost companies an average of about $3.7 million. The solicitor’s 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 bears the cost of management’s solicitation effort. Whether the company will reimburse a dissident’s solicitation expenses is sometimes put to a shareholder vote after a successful activist campaign, but there is no obligation to do so.
The Major Firms
The proxy solicitation industry is concentrated among a handful of firms. The most prominent include Innisfree M&A Incorporated, Morrow Sodali, Georgeson, and Okapi Partners. These firms handle the majority of high-profile contested elections and major transaction votes in the United States. 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, and retaining one of these firms is a recognized step in preparing for a contested vote.