This form is a due diligence questionnaire that pertains to the preparation and filing of the Proxy Statement. The answers to the questions in this questionnaire must be supplied from directors and officers of the company.
New Jersey Questionnaire for Directors and Officers Annual Proxy Statement
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US-DD06023A
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How to fill out Questionnaire For Directors And Officers Annual Proxy Statement?
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FAQ
Why Do Boards Need to Fill Out D&O Questionnaires? D&O questionnaires are needed to ensure that the company is able to accurately comply with its proxy disclosure requirements and regulatory oversight obligations.
Because proxy statements are required regulatory documents, they are kept on file for public view using the SEC's database, known as EDGAR.
A company is required to file its proxy statements with the SEC no later than the date proxy materials are first sent or given to shareholders.
The statements on the D&O questionnaires are designed to fully capture all business relationships that board directors, officers and principal shareholders have. D&O questionnaires ensure independence and require pertinent parties to disclose conflicts of interest.
How are D&O Questionnaires Used in Public Corporations? Public companies, and companies that plan to register as public companies, are required to submit Form S-1, a registration statement required under the federal Securities Act of 1933.
The audit committee plays a primary role in preparing the proxy statement. Proxy statements offer shareholders information about changes on the board and other important decisions the board needs to make.
All copies of preliminary proxy statements and forms of proxy filed pursuant to paragraph (a) of this section shall be clearly marked Preliminary Copies, and shall be deemed immediately available for public inspection unless confidential treatment is obtained pursuant to paragraph (e)(2) of this section.
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.
Specifically, proxy statements must list any related-party transactions that occurred in the past between the company and its key personnel. The statement also provides information about the company's audit committee, as well as audit and non-audit fees paid to its external public accountant.
Also known as a D&O questionnaire. A questionnaire distributed by the company to its directors and officers during an initial public offering or during preparation of a registration statement on Form S-1 or the company's Form 10-K and proxy statement.
