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Contents. The statement includes: Voting procedure and information. Background information about the company's nominated directors including relevant history in the company or industry, positions on other corporate boards, and potential conflicts of interest.
Proxy statements must disclose the company's voting procedure, nominated candidates for its board of directors, and compensation of directors and executives.
State laws require public companies to hold a meeting of shareholders every year, and the Securities and Exchange Commission (SEC) requires publicly traded companies to file proxy statements ahead of annual shareholders' meetings and special meetings.
SEC Form DEF 14A also called a definitive proxy statement, is intended to furnish security holders with adequate information to be able to vote confidently at an upcoming shareholders' meeting. Form DEF 14A is most commonly used with an annual meeting proxy and filed in advance of a company's annual meeting.
Proxy statements must offer insights into board and company performance, including: The salaries of the company's five highest-paid executives (including bonuses and equity) and the appropriate benchmark in chart form. Executive performance and the performance of executives of similar companies.
A few other things that are important to notice and look for in the Proxy Statement are insider ownership and how much of the company management owns, who the major outside shareholders are, whether there are different classes of shares, who the peer companies are ing to the compensation consultant, perks and ...