Editing Openai/68df4a3a-428c-8013-a459-5cff8e17edde (section)

==== - A company has 1,000,000 shares. ====
* Management needs 500,001 votes to keep control.
* An activist investor owning 100,000 shares campaigns to other shareholders, arguing management is underperforming.
* If enough shareholders (say 450,000 more) assign their proxies to the activist, the activist group could win the vote and replace directors — even though they don’t own a majority themselves.

✅ In summary:
A proxy contest is essentially a battle for shareholder votes between management and opposing shareholder groups. It is a tool for activists and hostile bidders to challenge or even replace company leadership without directly owning a controlling stake.

Would you like me to also explain how staggered boards and proxy fights connect — i.e., why staggering makes proxy contests harder for activists?