Final answer:
During a proxy fight, the Board of Directors and institutional investors or an activist shareholder group typically compete for shareholder votes to influence the company's governance and strategic direction.
Step-by-step explanation:
The two groups that usually compete to obtain votes from shareholders during a proxy fight are (a) the Board of Directors and (b) the institutional investors or a group of shareholders that are advocating for change in the company's management or strategic direction. The board represents the company's current leadership and aims to sustain their governance, whereas the challenging party, such as institutional investors or activist shareholders, intends to persuade the shareholders to vote for a new board that aligns with their vision for the company. In a public company, shareholders are entitled to vote on who will serve on the board of directors, with each share typically equating to one vote. Proxy fights arise from disagreements about the way a company is being run or the direction it is taking.