Proxy fight is an event that may occur when opposition develops to a corporation management among its stockholders. Corporate activists may attempt to persuade shareholders to use their proxy votes (i.e. votes by one individual or institution as the authorized representative of another) to install new management for any of a variety of reasons.

On one hand, a would-be acquiring company, frustrated by the takeover defenses of the management, may initiate a proxy fight to install a more compliant management of the target.

On the other hand, the dissidents may oppose a takeover. One memorable recent example of a proxy vote took place within Hewlett-Packard, when the management of that company sought to takeover Compaq.

Opponents of the Compaq takeover lost the fight. The management, under Carly Fiorina, remained in place, and the merger went ahead.