The Virginia Proxy Statement, specifically from Berger and Berman, is a comprehensive document that provides important information about a company's upcoming shareholder meeting and the matters that will be voted upon during that meeting. It serves as a crucial communication tool between a company and its shareholders, ensuring transparency and accountability in corporate decision-making. The Virginia Proxy Statement includes various exhibits and attachments, which provide further details and supplementary information related to the matters being voted upon. These exhibits can vary depending on the specific company and its agenda, but they generally include: 1. Proxy Card: The proxy card is an integral part of the proxy statement, allowing shareholders to cast their votes on the matters addressed. It includes a list of proposals, along with instructions on how to vote, whether by mail, phone, or online. 2. Notice of Meeting: This section provides the date, time, and location of the upcoming shareholder meeting. It also outlines the procedures for attending the meeting, including the eligibility criteria for attendance and voting. 3. Board of Directors' Recommendations: Berger and Berman's Virginia Proxy Statement typically includes the board's recommendations or stance on each proposal. It provides shareholders with valuable insights into how the company's leadership is advising them to vote. 4. Background and Explanation of Proposals: This section offers a detailed explanation of each proposal on the agenda. It describes the rationale behind the proposal, any potential benefits or risks associated with it, and any relevant background information to enable shareholders to make informed decisions. 5. Biographical Information: Depending on the meeting's agenda, the proxy statement may feature biographical information about candidates running for the board of directors. Shareholders can access relevant details to evaluate the nominees' qualifications and determine their suitability for the role. 6. Financial Statements: In instances where the proxy statement involves financial matters, the document may include audited financial statements, such as a balance sheet, income statement, or cash flow statement. These statements provide shareholders with a comprehensive view of the company's financial health. It is important to note that while the Virginia Proxy Statement template generally remains consistent across different companies, specific content, and exhibits may vary depending on the company's specific requirements and the proposals being voted upon.