What is a record date?

What it means and how to read it on a deal.

Holders on the company's books at the close of business on this day may vote at the meeting.

Also calledRecord date to vote

Cash goes to holders when the merger takes effect, not on the record date; valid appraisal claims differ.

What the record date decides

Shares change hands every trading day. So before a holder meeting, the company fixes one day to decide who can vote.

That day is the record date. Holders on the company's books at the close of business that day can vote at the meeting.

Say Litware calls a meeting on April 10 to vote on Woodgrove's $50.00 offer. It sets the record date at March 1.

Held on March 1, sold on March 5: Can still vote at the meeting. Gets no cash from the deal, since the shares were sold before closing.
Bought on March 5: Can't vote at that meeting, unless the seller gives a proxy. Gets the right to the cash at closing, if still holding then.

In a cash deal like this, the vote stays with the holder on the record date. The right to the cash goes to whoever holds the shares at closing.

How the date is set

For a Delaware company, the board can set a record date for the meeting notice. It must fall no more than 60 and no fewer than 10 days before the meeting.

If the board sets none, it's the close of business on the day before notice of the meeting is given.

The board can also pick a later date for voting, on or before the meeting day. Usually one date serves for both.

If the meeting moves

A company may adjourn a meeting, for example to gather more votes. The original record date then usually still applies.

The board can set a new record date for the adjourned meeting instead. Holders on the new date then vote, after a new notice.

If the meeting is adjourned for more than 30 days, holders must get a new notice.

A real example

Juniper Networks set February 23, 2024 as the record date for its April 2, 2024 vote on its sale to Hewlett Packard Enterprise.

Its proxy statement explained what selling after that date meant. The seller kept the vote, but passed the right to the cash to the buyer.

The deal closed on July 2, 2025. The right to $40.00 a share went to whoever held the shares then, whether or not they held them on the record date.

What it means for shareholders

The record date asks nothing of holders, and it isn't a deadline to vote. To vote at the meeting, a purchase must usually have settled by the record date.

Holders on the record date get the proxy materials. They can vote by proxy before the proxy deadline, or at the meeting. Holders whose shares sit at a broker usually vote by sending the broker instructions.

In a cash merger, a holder who buys after the record date still gets the right to the cash, if still holding at closing.

On Tracking Alpha

The record date shows in Key dates, as a holder date.

Easily confused with

Shareholder meeting: The day holders vote. For a Delaware company, it usually comes 10 to 60 days after the record date.
Proxy voting closes: The last day to send a proxy or voting instructions. The record date only decides who may send them.

Questions

Can I vote if I buy shares after the record date?

Usually not at that meeting, unless the seller gives a proxy or the board sets a new record date. In a cash merger, the shares still become the right to the cash at closing, if still held then.

Is the record date for a merger vote the same as a dividend record date?

Not necessarily. A company sets each for its own purpose, though they can fall on the same day. A meeting's record date decides who can vote, and a dividend's decides who receives that dividend.

How far before the meeting is the record date?

For a Delaware company, usually between 10 and 60 days before it. The board can set a later date for voting, as late as the meeting day. Juniper's 2024 record date came 39 days before its meeting.

Sources

Tracking AlphaBy Jera Value · Reviewed Oct 21, 2026