A proxy voting instruction is the message by which an investor who will not attend a company meeting tells an intermediary how to vote on each resolution: for, against or abstain, or at the discretion of a named proxy. Because most shares are held through a chain of custodians, the investor is rarely the registered holder, so the instruction travels from the investor or its voting agent to the custodian, on to the local sub-custodian or depository, and finally to the issuer's registrar, which records the vote.
Each instruction identifies the meeting, the account, the number of shares and the choice on each agenda item. It must arrive before the custodian's deadline, which is set ahead of the issuer's own cut-off, and can normally be changed until then. The process is part of proxy voting and precedes shareholder vote tabulation at the shareholder meeting, with entitlement fixed at the shareholder record date.