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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.
Proxy statements must disclose the company's voting procedure, nominated candidates for its board of directors, and compensation of directors and executives. The proxy statement must disclose executives' and directors' compensation, including salaries, bonuses, equity awards, and any deferred compensation.
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.
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.
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.
"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 ...
A proxy statement also details the compensation packages of a company's CEO, its chief financial officer and its three other highest paid executives. The compensation is broken down by salary, bonuses, stock options, pension benefits and more.
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.