Proxy Statement
What is this form?
A proxy statement is a legal document that allows shareholders to authorize someone else to vote on their behalf at a corporate meeting. It details the issues to be voted on, including nominees for directorships and resolutions proposed by management and shareholders. This form is required by the SEC to ensure transparency and accountability in corporate governance, differentiating it from other corporate forms that may not include this level of detail.
Key components of this form
- Meeting Details: Information on when and where the meeting takes place.
- Voting Items: A list of resolutions and director nominations up for vote.
- Proxy Holder Information: Who will be authorized to vote on behalf of the shareholder.
- Revocation Instructions: How shareholders can revoke their proxy before the vote.
- Shareholder Rights: Information on the right to vote in person at the meeting.
When to use this form
This form should be used when a corporation is holding a shareholder meeting and needs to solicit votes on various propositions, including director elections and compensation plans. It is particularly important when the shareholder cannot attend the meeting but wishes to have their vote counted on significant corporate matters.
Who should use this form
- Corporations conducting a shareholder meeting.
- Shareholders unable to attend the meeting in person.
- Board members needing to present resolutions to shareholders.
- Legal teams ensuring compliance with SEC regulations.
Steps to complete this form
- Enter the date and details of the upcoming shareholder meeting.
- List all the items to be voted on, including each nominee and proposal.
- Designate the proxy holder who is authorized to vote on behalf of the shareholders.
- Provide instructions for how shareholders can revoke their proxy if needed.
- Ensure the document is signed and dated by the necessary parties before distribution.
Notarization guidance
Notarization is not commonly needed for this form. However, certain documents or local rules may make it necessary. Our notarization service, powered by Notarize, allows you to finalize it securely online anytime, day or night.
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Make edits, fill in missing information, and update formatting in US Legal Forms—just like you would in MS Word.
Download a copy, print it, send it by email, or mail it via USPS—whatever works best for your next step.
Sign and collect signatures with our SignNow integration. Send to multiple recipients, set reminders, and more. Go Premium to unlock E-Sign.
If this form requires notarization, complete it online through a secure video call—no need to meet a notary in person or wait for an appointment.
We protect your documents and personal data by following strict security and privacy standards.
Typical mistakes to avoid
- Failing to provide clear instructions for revoking the proxy.
- Not including all items to be voted on, leading to incomplete voting.
- Incorrectly filling in the details of the proxy holder, which may invalidate the proxy.
Why complete this form online
- Immediate access to templates designed by licensed attorneys.
- Convenience of completing the form at any time, from any location.
- Easy editing to tailor the form to specific corporate needs.
- Time-saving compared to traditional methods of form preparation.
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FAQ
A proxy statement is a document containing the information the Securities and Exchange Commission (SEC) requires companies to provide to shareholders so they can make informed decisions about matters that will be brought up at an annual or special stockholder meeting.
Proxy access, a mechanism that enables shareholders to place their nominees for director on a company's proxy card, gives shareholders a meaningful voice in board elections. In 2015, proxy access was just beginning to come into widespread adoption on a company-by-company basis.
These rules get their name from the common practice of management asking shareholders to provide them with a document called a proxy card granting authority to vote the shareholders' shares at the meeting.
A proxy server acts as a gateway between you and the internet. It's an intermediary server separating end users from the websites they browse. Proxy servers provide varying levels of functionality, security, and privacy depending on your use case, needs, or company policy.
Proxy access is the ability of certain privileged shareholders to have their own slate of director nominees included in the company's proxy materials whether or not the board of directors (Board) approves.
Key Takeaways. A proxy is an agent legally authorized to act on behalf of another party. The proxy may also allow an investor to vote without being physically present at the annual shareholder's meeting.
SEC Form PRE 14A, also known as a preliminary proxy statement, is a form that must be filed with the Securities and Exchange Commission (SEC) by or on behalf of a registrant when a shareholder vote is required on an issue not related to a contested matter or merger/acquisition.
SEC Form DEF 14A, also known as a "definitive proxy statement," is a required filing when a shareholder vote is required. The Form DEF 14A outlines the list of items up for vote by shareholders, such as the hiring of new directors or other business decisions.
