A proxy fight is fought through competing proxy-statement mailings and, under universal proxy rules, a single card listing both sides' nominees so holders can mix and match. Proxy advisory firms carry heavy influence because index funds often follow their recommendations.
Deadlines are set by the record-date, so the fight is over ownership on a specific past date, not on the day of the meeting. That is why activists build stakes quietly and then file a schedule-13d.
Example: an activist owning 6% nominates three of nine directors. It needs roughly 50% of votes cast. With the top five index funds controlling 22% of shares, their decision usually settles the outcome.
Related: proxy-statement, activist-investor, voting-rights