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A proxy statement is a document filed by public-traded companies before annual or special shareholder meetings to give shareholders the necessary information to make informed votes on board business.
1 By law, publicly traded companies must host an annual shareholder meeting once a year. The Securities and Exchange Commission (SEC) requires that these companies also send proxy statements to shareholders ahead of their annual meetings.
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.
A proxy statement is a statement required of a firm when soliciting shareholder votes. This statement is filed in advance of the annual meeting. The firm needs to file a proxy statement, otherwise known as a Form DEF 14A (Definitive Proxy Statement), with the U.S. Securities and Exchange Commission.
Proxy statements must disclose the company's voting procedure, nominated candidates for its board of directors, and compensation of directors and executives.
The information required in the proxy statement must include: (1) the identity of the late filer; (2) the number of late filings; (3) the number of transactions not reported on time; and (4) any known failure to file a required form. The solicitation of proxies section is required by Item 4 of Schedule 14A.
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.
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.