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A proxy statement is a document filed by public-traded companies before annual or special shareholder meetings to give shareholders the necessary information to make informed votes on board business.
In the annual proxy statement, a company must disclose information concerning the amount and type of compensation paid to its chief executive officer, chief financial officer and the three other most highly compensated executive officers A company also must disclose the criteria used in reaching executive compensation ...
Executive Compensation is described in three types of SEC filings: Executive and Director Salaries - listed in Form 10-K. Executive Employment Contract Terms - in Exhibit 10, Material Contracts, filed with Form 10-K.
The SEC's new rule requires companies to disclose the relationship between executive compensation and the company's financial performance, including information on the company's total shareholder return and the performance of the company's peers.
SEC Proxy Filing Requirements Companies should file the proxy card together with the proxy statement and separately file the Notice of Internet Availability of Proxy Materials as additional proxy soliciting materials. Submit annual report on EDGAR.
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 describe matters up for shareholder vote, and include management and executive compensation information if the shareholders are voting for the election of directors.
Regulation 14A of the 1934 Act governs any communication by a public company reasonably calculated to cause a shareholder to grant, withhold or revoke a proxy. Regulation 14A requires a public company to disclose relevant material information and prohibits fraud in connection with a proxy solicitation.