BuddyGo to the source and read the legislation (section 411(4))....

Buddy

Go to the source and read the legislation (section 411(4)). In particular, look at 411(4)(a)(ii)(A), which deals with the headcount test and says a proxy counts. (B) deals with the 75% by vote test and a proxy is as valid a vote as vote cast in person.

(4) A compromise or arrangement is binding on ... the members ... of the body ... if, and only if:

(a) at a meeting convened in accordance with an order of the Court under subsection (1) or (1A):

...

(ii) in the case of a compromise or arrangement between a body and its members or a class of members--a resolution in favour of the compromise or arrangement is:

(A) unless the Court orders otherwise--passed by a majority in number of the members, or members in that class, present and voting (either in person or by proxy); and

(B) if the body has a share capital--passed by 75% of the votes cast on the resolution; and

(b) it is approved by order of the Court.