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The SEC requires that shareholders of a company whose securities are registered under Section 12 of the Securities Exchange Act of 1934 receive a proxy statement prior to a shareholder meeting, whether an annual or special meeting.

Proxy statements are documents that the Securities and Exchange Commission requires companies to give to shareholders so they can weigh in on important company issues. Proxy statements offer shareholders information about changes on the board and other important decisions the board needs to make.

Proxy statements must disclose the company's voting procedure, nominated candidates for its board of directors, and compensation of directors and executives.

Proxy statement requirements Corporations registering securities under Section 12 of the Securities Exchange Act must send a proxy statement before their annual shareholder meetings. Regular and special meetings require proxy statements.

New Rule 14a-11, providing for mandatory access to company proxy statements and cards for shareholders with a “long- term interest and commitment” in the company to nominate a limited number of director candidates.

The proxy rules require the company to provide certain disclosures in a proxy statement to its shareholders, together with a proxy card in a specified format, when soliciting authority to vote the shareholders' shares.

Companies use mailed notices to direct shareholders to publicly accessible websites where they can find proxy statements. The SEC also makes proxy statements available through its EDGAR database. Most retail investors, however, learn about the availability of proxy statements through an email from their brokerage firm.

Public companies are required to file proxy statements with the Securities and Exchange Commission. The proxy statement is filed when a company is seeking shareholder votes and is filed ahead of an annual meeting.