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Proxy Statement Details Description of the merger agreement. Background and reasons for the merger. The recommendation of the board of directors with respect to the merger. Fairness opinion of the financial advisor, which summarizes whether the price being paid or received in the merger is fair.
Joint Proxy Statement/Prospectus means a proxy statement to be filed with the SEC for the purpose of obtaining the Company Stockholder Approval at the Company Stockholders' Meeting and the Parent Stockholder Approval at the Parent Stockholders' Meeting, as amended or supplemented from time to time.
A proxy is an SEC filing (called the 14A) that is required when a public company does something that its shareholders have to vote on, such as getting acquired. For a vote on a proposed merger, the proxy is called a merger proxy (or a merger prospectus if the proceeds include acquirer stock) and is filed as a DEFM14A.
Proxy statements must offer insights into board and company performance, including: The salaries of the company's five highest-paid executives (including bonuses and equity) and the appropriate benchmark in chart form. Executive performance and the performance of executives of similar companies.
A proxy statement generally includes the names and short biographies of individuals on a company's board of directors, including those who are running for reelection and new candidates chosen by the board's nominating committee.