Definition. A strategy that may accompany a hostile takeover. A proxy contest occurs when the acquiring company attempts to convince shareholders to use their proxy votes to install new management that is open to the takeover. The technique allows the acquired to avoid paying a premium for the target.Click to see full answer. Simply so, what is a proxy and why might a proxy fight occur?A proxy fight occurs when a group of shareholders in a particular company attempts to join together to effect change in a particular area of corporate governance within that company. (See also: How Your Vote Can Change Corporate Policy and Proxy Voting Gives Fund Shareholders a Say.)Also, what is a proxy fight vote? A proxy fight is the action of a group of shareholders joining forces, in a bid to gather enough shareholder proxies to win a corporate vote. These voting bids could include replacing corporate management or the board of directors. Subsequently, one may also ask, what is a proxy fighter? A proxy fight, proxy contest or proxy battle, sometimes also called a proxy war, is an unfriendly contest for the control over an organization.Which of the following defines a proxy contest?A proxy contest is a campaign to solicit votes (or proxies) in opposition to management at an annual or special meeting of stockholders or through action by written consent.