Tom should be aware his shares were lent (and receiving interest on them) and he cannot vote them (since he didn't have them on the date of record). Fred doesn't know/care where his shares came from, only that he has shares which he votes.This has been explained before but I can't remember the answer. How does this work?
Tom owns 100 shares.
Phil (short seller) borrows 100 shares from Tom and sells them to Fred.
Tom is unaware his shares were leant as this was done by his broker.
Fred and Tom now own 100 shares but there are only 100 shares authorized.
Do both Tom and Fred vote their shares? Can't be.
Now, if the broker naked shorted the shares Fred bought, that gets interesting...