Corporate Proxy voting is a Scam – No Safe Bets

I’m talking about Voting shares and equities in the Stock Market.

It’s rigged and it’s a scam, and this here article will have a lot of proof and convincing evidence to make you see what I see.

If there is a system that captures Failure to delivers(FTDs), then there is an error, whether human or system, that prevents the ability to locate shares. Because FTDs exist, this poses the question; If you can’t locate shares, how can you accurately vote?

I’ll give you a hint, there is no accurate voting.

Well, let’s talk about Proxy voting,

So companies on the public stock market can issue proposals and things that they want to do, and these things depending on how the Company is structured, can get voted on.

So Companies will have meetings at least annually where shareholders can show up and cast votes. It’s like a townhall meeting or an HOA meeting. And obviously for most companies, the venue isn’t large enough to accommodate Every. Single. Shareholder. And also not everyone can go in person due to other obligations or circumstances. So these people vote via proxy. Meaning they vote via remotely or through someone else as a brokering agent.

Typically, companies vote using a proxy system due to how many investors/shareholders there are. So they typically rely on some sort of middle-man to issue out the votes, hand out investor material or information, do the counting, audit, take the votes, and all that jazz. This middle man or investor intermediary or tabulator is supposed to be honest and faithful and all that jazz.

They could be, or they could just suck at their job. That’s like a possibility. As with all middlemen. Jazz.

So there’s the company, brokers, the Proxy Tabulator service, and the investor. Investors send their votes to either the Broker or Tabulator Service. The Broker sends the votes to the Tabulator Service. The Tabulator reports to the Company about the results.

So who gets a vote? Well, the owners of a stock, effectively, the shareholders get a vote.

There’s two types of owners/Shareholders of a Stock,

A Registered Owner and a Beneficial Owner,

“A registered owner or record holder holds shares directly with the company.”
“Registered owners (or record holders) receive a proxy and cast votes directly with the company that issues the shares.”

“A beneficial owner holds shares indirectly, through a bank or broker-dealer. Beneficial owners holding their shares at a broker-dealer or bank are sometimes said to be holding shares in “street name.” The majority of U.S investors own their securities this way.”
“Beneficial owners, on the other hand, receive a “voting instruction form” directing their brokerage firm or other financial institution how to vote their shares. The brokerage firm (or bank or custodian) casts your proxy vote with the company after receiving instructions from you.” and

So either you own your shares, or you ‘own via your broker’ to own your shares. ‘Own via your broker’ is the street registration program, the whole ‘beneficial ownership’. It’s anything but.

However, let’s discuss a phenomenon on voting,

Empty Voting

Empty voting is simply casting a vote without ownership of the underlying share. I know, that sounds weird. How can you cast a vote without a ballot?

Well if you own some shares and you were to let someone borrow it, then the person who borrows the share has the right to vote on it. But for whatever reason, you still have the share in your account and the broker gives you the same proxy voting information.

This typically happens to loaned out or lended shares based in margin accounts or through approved share lending accounts (in which you probably didn’t even read the terms and agreements for anyway). I mean, if you have a margin account, your shares are probably being loaned out. Probably.

Margin accounts allow brokers the right to lend collateral shares from that account without previous or specific authorization from the account holder. I mean, you should read the terms and conditions. In these cases, you might not even know that you (or the account owner) has shares on loan. So you might think you get a vote, when you really shouldn’t.

But also, that’s kind of messed up. That someone can loan out something that is effectively yours, have them make money, and for you not to get a cut of that. That’s kind of fucked, what is this? Traditional Investment Banking? I guess it’s not “effectively” yours, it’s “beneficially” yours. Lmayo.

Point is, the person who has a share, can vote, and the current system that is, recognizes multiple people owning the same share. So multiple people get a vote, without all owning their own shares. That’s empty voting.

So if people can vote without having a share (that they lent out known or unbeknownst to them), and people with shares can vote, wouldn’t that imply that logically you could have more votes than there are shares?

Yea, that’s called Over-Voting.

What happens in Over-Voting?

Well first, what is overvoting?

Here’s the SEC’s words;

Also, as some side knowledge, Over-voting can also occur because of a failure to deliver the underlying securities by a different broker on the settlement date. Having the whole T+2 settlement thing leaves a bunch of wiggle room in time for multiple people to own the same share on the record date, until it is revealed that there was a failure to deliver. -Source, note 37

Also as a side note, if someone pledges the same collateral of securities to other people. Then they re-hypothecated their shares. This gives everyone that they ‘loaned’ their shares a claim to ‘voting rights’. So if they staked their shares and double or triple sold them, then there’s three times more votes than there should be. That’s, if you didn’t know, a problem.

Broker-Dealers vote in bulk. It’s easier and lazier to just vote based on net settlement using the holy ‘omnibus’ of shares. Yea, great laziness. A glorified excel spread sheet saying your broker has X shares and ought to give X votes.

And all of this over-voting is fine because they (the brokers) believe it will be compensated by Voter Apathy in something called ‘under voting’;

And if any of this Over-voting happens, well. They can just fudged the numbers. Yea, it’s totally cool to just fudge the numbers to look good;

The Brokers either fudge the votes to get it to match correctly before they send it, or after they send it. Or maybe they just forget. Who knows, there’s a lot of companies voting out there, so whose making sure that all these elections for corporate governance is going smooth?

(Hint, it’s not the SEC. Answer, it’s no one).

So the Broker issues the Beneficial Owners the votes, then the Brokers (post or pre)-reconcile the votes. Then the Brokers hand the votes in to the Intermediary or the Tabulator. What happens if the Intermediary gets all the votes (from the brokers) and it (still) results in an over-voting?

Well, there has to be an audit and then votes may be thrown out,

Sometimes, they just throw the extra votes out.
That’s really fucked if you’re trying to have
any sort of voting governance or democracy or election.

-134 instances in which companies got fucked
5.9 million votes thrown out
Report by SEC

If votes aren’t thrown out, then everything is downsized by a proportion of a weighted amount.

So if there was 10% over voting, then we have the 110% votes weighted to give a 100% vote count. Ya know? So everyone’s vote would count for like .9 votes in this scenario. And this happens.

There is some evidence into the idea that rounding did occur in the GME 2021 vote.

There was a Bloomberg Article called “Corporate Voting Charade” by Bob Drummond with a nice quote;

“If a broker gets 10 percent more votes than the number of shares held by clients after stock loans, for example, the yes and no totals may each be reduced by 10 percent.”

The big takeaway is, Over-Voting happens and the answer to over-voting is to weigh the votes down. (I’ll give you a hint, that’s the wrong answer). You know, instead of making sure only people with the actual right to vote, well, votes. . .

Oh wait, they can’t do that either, because of re-hypothecating short selling and naked short selling actually generate counterfeit shares that raise the overall shares outstanding. Meaning there are more votes than can be accepted.

So the more lending there is, the more FTDs there are, the more owners exist than there are shares. Meaning there are more people who think they have the right to vote, than there are actual votes. (In theory, one share being re-hypothecated and oversold four or five times would generate a total of six votes for one share. That’s not good).

So, what I’m trying to say is;

Voting is fucked.

I can’t get into details but I can tell you that the vote counters and proxy services will actually show that discrepancy the day before the record day, but on the record day, somehow, it all just gets washed out. It just acts like it, you know, I see nothing I know nothing I do nothing. So ultimately it’s a joke, and it’s a very sad joke. It does impair corporate governance though…”-Lawyer in handling OverStock Case, interview with Wes Christian

Also, here’s a report with some funny results;

Investigate 341 instances,

Find evidence in

341 instances that it’s fucked.

Besides simple voting being fucked, there are other strategies to make this cluster-fuck even worse.

Total Return Swaps are a problem,

And similar swaps, it’s not so much a problem of over-voting, but it presents a hostile entity whose short the company stock to have voting rights, which they probably will cast in favor of their short’s interest.

There is also evidence this has indeed happened in CSX Corp, for a nice little corporate takeover with a Hedge Fund taking the Board of Directors.

And this is informational material as of around 2008. Just imagine how much things have changed, the new strategies they use, since 14ish years ago.

Here’s another example of using Swaps in order to get one up on voting,

If the board could up their stake from 56.8 percent to more than 70 percent, and also acquire more than 51% total ownership in the whole company, then they can vote the way they want. That’s a big yikes, especially when the board wants to vote in favor of the board and not the shareholders. . . Because a board is supposed to do what’s best for shareholders. . . But I digress,

If the board can buy voting power and ownership through swaps, then this is also true about outsiders being able to use Swaps to gain sizeable voting powers to vote future directives in other companies. Now, the outsiders don’t need a 51% controlling stake, instead they just need a few extra votes.

I mean, using TRS’s to buy votes in long positions while having a short position is a way to literally buy votes. Besides that-

So people can literally buy votes (which sounds bad, but that’s how stocks work. You literally buy shares, which each share counted as a vote. So normally, you’re buying votes). The problem isn’t people buying votes, the problem is people buying votes unequally, so someone’s money gets more voting power than others because of the strategy they use to buy.

Short Selling to institute hostile takeovers is a possibility

This is a bit more expensive, but it’s totally possible to do.

This method sounds stupid, and it is, but it’s also technically a thing people can do and with reason. You might ask, do short sellers have a vote? Well, the answer depends.

Here is a report with a bias in wording that says ‘stay calm, proxy voting is good’;

I know that this report has a bias, because I looked very carefully at how questions are worded and answered. And they ask very specific questions to make proxy voting seem A-okay.

So, Investor A has shares lent out, Investor B short sells the borrowed shares, Investor C buys the shares and gets the vote. Investor A has ’empty voting’ rights, Investor B doesn’t have voting rights, and Investor C gets voting writes.

So if the Broker does a pre-reconciliation, then Investor A doesn’t get to vote at all, or has their vote negated.

Investor B never gets voting rights as a short seller.

Investor C get’s the voting rights, and effectively ‘steals them’ from Investor A. This allows Investor C to vote how they want, and have their vote counted higher. This would mean that the vote percentage and would be stronger in favor of Investor C and against Investor A.

But what if Investor B and C are the same people or aligned with similar interests?

Do you now see how this could be a problem for a company?

You might ask; “why don’t they just buy shares?”

Well, the answer is simple, they don’t want to raise the price of the underlying stock. Although, they could use Dark pools to negate price increases through OTC ‘card in the sleeve’ tricks, but a good point would be in diminishing votes. Which is great, because typically people don’t vote.

So every vote counts (in a hostile takeover).

More rehypothecated shares, more counterfeit shares, means more voting and overvotes, which means bigger weighted voting-power for those that hold the extra shares. The extra votes.

Even with post-reconciliation of the shares, the voting power Diminishes for all, meaning Investor A’s voting power diminishes. So whether it’s post or pre reconciliation, the Voting power still diminishes and Investor C gets a slight edge.

This Slight Edge is happening in virtually all instances where extra votes are being generated. So, it’s there in the Total Return Swaps too.

This is a rather expensive way to get the extra oomph in your votes, but there are other tools too. Using all the tools is a bit Overkill, much? Maybe, but if you’re trying to win then this is par for the course.

Borrowing to short sell can steal votes

Borrowing to short sell can also be a problem,

This is why I fundamentally disagree with the previous report saying short sellers don’t have voting rights. because they’re right, but also wrong. This report;

See, in a simpler take,

An Investor could Borrow to short a stock, but never short the stock. So they borrow but don’t make the short sell transaction. So they’re not technically short sellers, but they claim they are.

So they just borrow shares to get the voting rights without the intentions to short sell, and this also diminishes the original investors’ voting powers.

This is why the wording in the previous report about short sellers not having voting rights is wrong but also true based on technicality and verbiage. Because people who are real short sellers don’t have the underlying security to have a voting right, but people who pose as short sellers could borrow to have voting rights and never short sell.

It’s -uh- verbiage.

In a more complex take,

There are other swaps and derivatives and strategies that uses options to also create synthetic long positions. A broker or prime broker could, in theory, mark their synthetics as equitable as the equity itself through a bunch of mis-labeling and crediting. Essentially saying your synthetics created from options is as good as the equity itself. Thereby giving you voting rights.

It’s essentially lying to say that they have shares when they don’t. . .

You know, besides short selling and Total Return Swaps, this is also another thing Brokers could do. It’s a possibility.

And there is a historically large evidence of Brokers, Banks, and others mislabeling and improperly marking their positions, and violating regulation SHO. So, this -literally- is a plausible.

This is (can be) extra complex, but the big takeaway is that it is another possible way to get votes and fuck with the results.

Ballot Harvesting is also a problem,

So in the United States Financial side, typically a control number is issued for your proxy votes. This control number is issued with your voter information and proxy material, this number is a tracking number that represents your vote, your shares, and how much

The official Tabulator or intermediary that works for the company to count the votes is trying to get an accurate count. So they take in all the valid control numbers to, well, keep control of the count.

It just so happens, that there are also a bunch of fake companies that try to collect your votes and make it seem like you’ve voted.

So these fakes ask for your control number, take it, give you the same voting questions, and say you’ve voted. When they have your control number, then these guys can either sell the votes to someone who wants to control, throw the votes away, or vote for what they want.

Turns out, if you ‘voted’ at an unofficial place, then you never really voted.

Also, some brokers are doing their own thing. They might not even issue you an official control number, instead some brokers opt out to give you an ‘authentication number’ or some other number. Or lie and say it’s the ‘control number’. They could even mistakenly give you, and everyone else, the same control number.

If you received an ‘authentication or control number’ that only works at the broker’s affiliate proxy, OR received a Web portal survey in place of a control number, then that might allow you to vote officially. . .

Or it might just steal your votes and implant the idea that “you’ve voted”, and knowing that you think you voted, they then can vote the way they want.

The whole con-game of the markets is to restore ‘investor CONfidence’ and make you think your vote counts. They call you dumb money for a reason, you marky mark.

Also, if your brokerage doesn’t actually own any/enough shares, because they’re lying cuck bastards reasons, then nothing you do will give you a vote. Because they never had any shares, so you never had any real ownership, so your vote never counts.

This is all in the realm of possibility and feasibility AND there is evidence out there that suggests all of the above are happening.

And there’s a evidence to suggest people play how they want to play. You know, dirty;

These guys were manipulating Proxy Votes to favor their real estate deals

Sometimes you get vote issues and duplicates because Brokers are lazy, incompetent, negligent, malicious, sinister, or a combination of the above;

Here’s a bunch of unrelated pictures

You can connect the dots if you want;

Not suggesting any sort of connection or fuckery going on with Robinhood, Say technologies, Proxy voting, and GameStop. That would be absurd. Why would anyone think that a Company that automatically signs ALL of their users to Margin Accounts would have some sort of interest in leveraging their userbase’s shares to vote on their behalf. . . Why that would be absurddddddd.

Federal Reserve Board Regulation T,

Per Broadridge;

I personally looked for the specific clause that said the above in CFR Title 12, Chapter II, Subchapter A, Part 220. I did not read anything saying anything about voting except for in part 220.123 (c). . . So I don’t think this is accurate information. But again, I’m not a real lawyer.

So for the sake of argument, let’s assume that the above statement is accurate.

This regulation is supposed to be enforced by FINRA. Supposed to. . .

But if you know anything about markets, then you know the markets are rigged, FINRA is a scam, and people are still doing what they want and what they can to win in a zero-sum game.

And if you look at any of the evidence or court cases as evidenced above, you also know that people are doing what they do anyway and that laws are suggestions when the crime is a fine that feels like a gas-fee.

I mean, imagine the amount of mischief and Corporate Governing/election fraud that occurs that doesn’t get reported or make it to trial. Tip of the iceberg buck-o, it’s just statistics and common sense.

All I’m saying is, if there are rules, no one’s enforcing them all. Maybe onesies or twosies, but you got to imagine; Corporate Proxy voting happens to virtually ALL tickers on the Stonk Market. That’s a whole lot of fucked up elections and voting.

Voting via Beneficial owners sucks

Turns out, it costs money and stock exchanges charge fees to route voting material and information to beneficial owners.

Which means that foreign exchanges and investors may not receive them, because these foreign brokers simply don’t want to go through the hoops or pay for the

So they basically ‘guarantee the share’ in your name, but you don’t get to use the shares as an actual stake in something as a security. It’s basically a monetary note or a promissory note of fluctuating value.

I mean, what’s the point of owning a stake in a company if you can’t vote or have any governing powers per their own Corporate structure? At that point, you’re just investing in some fugazzi promise of paper backed by money and not intrinsic power that comes with ownership. What is this, a petro fiat dollar?

So foreign investors typically get fucked.

And as evidenced by the GME thing, there were a lot of investors who weren’t allowed to vote internationally. Some from the UK, some from other Lands of the Europoors.

Here’s a London based broker, T212, statement from a service representative;

This happens to more stocks than GME, and the point is, you have interests in companies from international shareholders with a stake in the company, that are not represented.

There’s legit evidence, and there is a report, that Foreign investors are open to being basically fucked when it comes to voting for corporate governance. They essentially don’t get a voice with the way things are ran. . .

Which also implies that if there is empty voting, that the empty voting will have more weight distribution and pull from having an open slot without an absentee ballot placed (absentee ballot from the inability of foreign investors to vote). So this fucking over Foreign investors, is a good way to boost voting power for hostile puppeteer democracies in corporate governance.

Basically, less votes from investors, means more ’empty’ votes get weighted higher. Meaning outside forces can manipulate elections, board members, decisions, etc. Resulting in a fugazzi of a Corporate Democracy.

Meaning Proxy voting is a sham.

And also, the internal plumbing for how proxy voting material and similar stuff is issued is different per country, per laws and regulations. There’s a lot of nuances and variables, like in Australia they use AGM to report votes, and in Hong Kong it’s different than it is in China. The point is, the system of global finance doesn’t translate the internal plumbing well for these various systems and that’s probably due to the underlying policies, politics, and regulations based on value, moral, precedent, and culture.

In short, foreign investors get fucked more often than not.


Is that All beneficial owners’ votes never have to count,

THERE IS NO FORMAL REQUIREMENT FOR THESE COMMUNICATIONS TO BE PASSED ALONG TO BENEFICIAL OWNERS WHO HOLD SHARES in street name. You know, it’s almost like beneficial owner’s votes never counted and never matter.

So, as a Beneficial Owner, you don’t actually vote because your shares aren’t under your name. Instead, you tell your broker how you would like to vote. You ‘instruct them’ to vote on your behalf.

You know, like the electoral college. Let some other people vote for you.

And your broker can decide to honor that, or they can do whatever they want. Because technically,

they too are owners of those shares.

If the shares are under their name, technically, they are the registered owners.

Think about it. . .

This is a bit egregious for malicious and sinister reasons, but it’s still a possibility. Don’t forget that: that this being a possibility is a fact.

I also sent the SEC a comment letter (in my drunken stupor (obviously)) and they were not able to provide me of any substantive piece of regulation or legislature ensuring voting rights for beneficial owners. They instead sent me vanilla retard condescending links to their InvesterED site. So fuck the SEC. -My opinion.

Speaking of the SEC,

Here’s a blurb about the SEC being also complicit in all this fugazzi of a banana republic-type democracy;

So everyone claims’ that it’s someone else’s problem, and the fingers point towards the SEC, to which the SEC says something probably along the lines of;

‘who gives a shit, as long as people have faith in the markets, then we are doing our job’.

Because let’s be real, the SEC is a scam, a bunch of conmen assistants, and only here to uphold faith and CONfidence, and not actual integrity, accountability, truth, transparency, or literally anything related to ‘security’. -Like, that’s just ironic and poetic. The fact that the SEC is risking security for illusion, there’s really no assurance or insurance there. Those C^%#^@s. But I digress. . .

The SEC is complicit in how this system is shittily ran.

Either the SEC lies, or they don’t view ‘Beneficial Owners’ as Shareholders.

You know, “sub-human trash” -The SEC (probably)


The Elephant in the Room,

-From the report linked above
It has some nice boolet points

The TLDR of it all is;

Proxy voting is convoluted and a scam,

There is literally no way that you can check that these guys are voting for you properly as a beneficial owner.

There’s also a bunch of ways to make fake shares, get voting power, and usurp voting power while undermining investors and genuine shareholders.

There’s no truth and transparency for tabulators or brokers to count.

And it’s apparently okay for them, and in the pursuit of doing their ‘job’, to fudge the numbers, throw away votes, and just vote however they want.

And the SEC and FINRA and NYSE and other regulators/SROs are basically on board with whatever goes as long as the final numbers look believable.

Your vote never mattered and it’s probably going to the trash and not an actual ballot,

Remember, every vote counts but yours!


Oh, and “Go-Fuck yourself”
-Proxy voting (basically)

In Closing,

I spent like two weeks getting all this together. I actually contacted the SEC. I fucking hate myself. Those are all three stand alone sentences, and if you combine them, then I’ll be upset-ly proud of you.

Yea, so proxy voting through some third party company is a good way to have rigged ballots. If the ballots aren’t rigged intentionally, then they’re rigged unintentionally due to how stupid the system is and how ineffective the accounting process works.

Proxy voting, It’s a scam.

And this is part of the tools of the trade to institute a hostile takeover. You know, vote your board members out, vote in parasitic leadership, and all that jazz inside the so-called ‘Mergers and Acquisitions’. Which could decide to make really shitty business decisions and tank the value of the company, profiting shortsellers, and working with Predatory Vulture Capitalists or the Competition.

Here’s a random internet comment from someone else;

“Horrible games are played in proxy fights and contested take-overs, corporate democracy is, for all intents and purposes, a complete sham.”

I also refuse to source that because I can. *Chad.png*

*provides actual Chad.png*

Cause, you know, calling it the “Hostile Takeover Department” wasn’t “PR” enough. So we call it Mergers and Acquisitions, Lmayo.

Proxy voting, another reason why going Public or being listed in the public or secondary market is a scam. The Stock Market in it’s entirety is a scam, because it fails to deliver on it’s promises or security for it’s securities.

The whole thing needs a reform.


Whatever, moving on to the next dumpster-fire.

*Not Valid Financial, Legal, Life, or Any Advice

Post Script;

Here are some of the things linked above, they’re actually pretty interesting if you have the time or care to go through them. They contain knowledge and opinions to help build a better world view. Because let’s face it, if you’re fresh and naive in this world, then you’ll be an easy marky mark sucker to scam, ya green horn.


Proxy Voting Brief – a report by the SEC

Elephant in the boardroom – A fabulous report by Richard W. Barrett

A decent powerpoint by Broadridge

This 2006 letter to the SEC asking for “The Need for a Comprehensive Review of the Proxy System” by Shareholder Communications Coalition.

Random SEC Letter with interesting implications that may authorize brokers to use multiple proxy services.

Here’s an extra report by CII saying all of some of the above problems are still problems since 2010, and this report came out in April 22, 2021. . . I say ‘some’ of the above problems, because I introduced a lot more nuances that aren’t covered in the report.

Also, here is a nice Article about the whole problems with Proxy Voting from a more Corporate lingo;

-You’ll have to find your own source,
But it’s the Bloomberg Markets
96 April 2006 issue

Post Post Script on DRS;

Yes, so Direct Registering your Share is a way to get a real vote in all of this.

However, when your real vote goes into the pool to be counted with the fake votes, you still get a shitty election result.

So Proxy voting in it’s current form, fucks up corporate governance and elections.

We would need to re-over-haul the entire share ownership program and make it so things aren’t retarded. Like, should you be able to buy votes? Sounds like something that should be up to the company to decide, and not market makers, brokers, or the unseen hand of the Market, let alone Wall Street.

Yea, it’s that fucked.

Author: Elsie Hughes