Generally, investors in stocks do their investing through brokerage accounts with intermediary entities, such as brokers and banks. The intermediaries purchase shares on behalf of their clients. When such a purchase occurs, the intermediary is listed as the record owner of the shares. This is also referred to as street name since the intermediary owns the shares on behalf of its client. The client is known as the beneficial owner of those shares.

A broker non-vote occurs when the entity holding shares in street name has not received voting instructions from the beneficial owner and either chooses not to vote those shares on a routine matter at the stockholders meeting or is not permitted to vote those shares on a non-routine matter (NYSE Regulation Rule 452 and NYSE Rule 402.08, Listed Company Manual).