A proxy fight occurs when a group of shareholders seeks to gain control of a company by persuading other shareholders to vote for their proposed changes, often at the company's annual meeting. This typically involves soliciting votes to replace existing board members or to implement specific policies, which can lead to significant shifts in management and strategy. In a proxy fight, the opposing sides may use various tactics, such as direct mail campaigns or media advertisements, to influence shareholder opinions. The outcome can significantly impact the direction of the company, affecting stakeholders like employees, customers, and investors, as well as the overall market perception of the company.