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A proxy statement is a statement required of a firm when soliciting shareholder votes. This statement is filed in advance of the annual meeting. The firm needs to file a proxy statement, otherwise known as a Form DEF 14A (Definitive Proxy Statement), with the U.S. Securities and Exchange Commission.
The information required in the proxy statement must include: (1) the identity of the late filer; (2) the number of late filings; (3) the number of transactions not reported on time; and (4) any known failure to file a required form. The solicitation of proxies section is required by Item 4 of Schedule 14A.
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.
Proxy statements are intended for shareholders with voting rights, while annual reports are for anyone following the company. This may be shareholders, including potential investors, regulators, financial institutions and more.
What Is a Proxy? A proxy is an agent legally authorized to act on behalf of another party or a format that allows an investor to vote without being physically present at the meeting.
Some proxy statements include charts showing a company's performance, including the performance of its stock against a benchmark index. If such information interests you and you don't see it in a proxy statement, consult a company's 10-K statement, which is typically filed one to two months before a proxy statement.