COMMON STOCK carries voting rights, one vote per common share. SHARE HOLDERS can exercise these voting rights by attending the annual meeting of stockholders. However, most stockholders do not attend annual meetings and do not exercise their voting rights. They can, however, transfer their voting rights by means of a proxy, a document that formally gives another individual or group the power to vote shares of common stock. When there is dissatisfaction with MANAGEMENT or displeasure over lower-than-expected earnings, an individual or group of individuals will solicit proxies in an attempt to amass enough votes to overthrow and replace the management. This is known as a proxy fight.