Delaware Proxy Statement

State:
Multi-State
Control #:
US-CC-15-137
Format:
Word; 
Rich Text
Instant download

Description

The proxy statement lists the items to be voted on including nominees for directorships, the auditing firm recommended by directors, the salaries of top officers and directors, and resolutions submitted by management and stockholders. Proxy statements are required by the SEC.

A Delaware Proxy Statement is a document filed with the Securities and Exchange Commission (SEC) by a Delaware corporation, in accordance with the federal laws governing proxy solicitation and corporate governance. It contains crucial information that shareholders require making informed decisions before voting on matters that affect the corporation's operations and management. The Delaware Proxy Statement serves as a communication tool between a company's management and its shareholders, outlining the matters to be voted upon at an annual or special meeting. It provides detailed information regarding the company's corporate governance practices, executive compensation, board of directors, and other proposals or resolutions requiring shareholder approval. Keywords: Delaware, Proxy Statement, SEC, shareholder, corporate governance, proxy solicitation, annual meeting, special meeting, executive compensation, board of directors, proposals, resolutions. There are several types of Delaware Proxy Statements, each serving a specific purpose: 1. Annual Proxy Statement: This is the most common type of Delaware Proxy Statement issued annually by a corporation to its shareholders. It contains information about the company's annual meeting, including proposals for election of directors, executive compensation, stock option plans, and other matters requiring shareholder approval. 2. Special Proxy Statement: A special proxy statement is issued when a corporation calls a special meeting, which may be convened to discuss a specific agenda or any matter that requires immediate attention. This type of statement provides shareholders with relevant information and proposals that they need to consider and vote upon during the special meeting. 3. Preliminary Proxy Statement: Filed in advance of an annual or special meeting, a preliminary proxy statement provides shareholders with a preliminary draft of the agenda, proposals, and information related to the upcoming meeting. It serves as a preliminary communication to shareholders, allowing them an opportunity to review and provide feedback or make inquiries before the final proxy statement is filed. 4. Definitive Proxy Statement: A definitive proxy statement is the final version of the proxy statement filed with the SEC after reviews and revisions have been made based on feedback and comments received from the preliminary proxy statement. It includes all the information required for shareholders to make informed voting decisions. In summary, a Delaware Proxy Statement is a vital document that Delaware corporations issue to their shareholders for the purpose of soliciting votes on important matters. It provides comprehensive information about corporate governance, executive compensation, proposals, and resolutions requiring shareholder approval. The different types of proxy statements include annual, special, preliminary, and definitive, with each serving a specific purpose in the shareholder communication process.

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FAQ

Under Section 220, a stockholder plaintiff must have a proper purpose for seeking a corporation's books and records. When that purpose is to investigate possible wrongdoing, she bears the burden to demonstrate a ?credible basis? to suspect that wrongdoing has occurred.

Section 203 is an antitakeover statute in Delaware which provides that if a person or entity (an ?interested stockholder?) acquires 15% or more of the voting stock of a Delaware corporation (the ?target?) without prior approval of the target's board, then the interested stockholder may not engage in a business ...

Jarrod Melson, Esq. Note: This article refers to Delaware General Corporations Boards of Directors. It does NOT refer to Stockholder rights in a Delaware General Corporation.

Section 242 of the DGCL governs the procedures by which a corporation may amend its certificate of corporation, or charter, and generally requires approval by (a) the board of directors and (b) holders of a majority in voting power of the outstanding stock entitled to vote thereon and by the holders of a majority in ...

Once a stockholder makes a proper demand, the corporation has five business days to respond. A corporation's failure to respond is tantamount to refusing the stockholder's demand, which will allow the stockholder to file a lawsuit to compel inspection of the company's records.

Section 228 rules that unless otherwise described in a company's certificate of incorporation, shareholders have the right to proceed with any action that would typically be done at a meeting of shareholders, but are not required to have a meeting, give prior notice or hold a vote.

§ 220. Inspection of books and records. (a) As used in this section: (1) ?Stockholder? means a holder of record of stock in a stock corporation, or a person who is the beneficial owner of shares of such stock held either in a voting trust or by a nominee on behalf of such person.

(a) Upon application of any stockholder or director, or any officer whose title to office is contested, the Court of Chancery may hear and determine the validity of any election, appointment, removal or resignation of any director or officer of any corporation, and the right of any person to hold or continue to hold ...

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(3) The authorization of a person to act as a proxy may be documented, signed ... Delaware within 1 week of its filing with the Court of Chancery. 8 Del. C ... ... proxy statement/prospectus is truthful or complete. Any representation ... This document serves as the proxy statement of Ensco Delaware in connection with the ...(This proxy should be marked, dated and signed by the stockholder(s) exactly as his or her name appears hereon and returned promptly in the enclosed envelope. Access to proxy solicitation materials. The bylaws may provide that if the corporation solicits proxies with respect to an election of directors, it may be ... Following the adoption of Rule 14a-11, we believe it is unlikely that public Delaware corporations will adopt proxy access bylaws under the DGCL that grant. Feb 15, 2023 — Part I of our two-part Annual Memo series identified important considerations when preparing Annual Reports on Form 10-K in 2023. Oct 31, 2011 — File your Delaware Corporation Annual Report and pay the tax for your Delaware annual report filing online. Contact Harvard Business ... We hereby consent to the filing of this opinion with the Securities and Exchange Commission as an exhibit to the Registration Statement, and to the references ... Sep 12, 2022 — (Name of Person(s) Filing Proxy Statement if other than the Registrant). Payment of Filing Fee (Check the appropriate box):. ☒. No fee ... Other States · Verify each person deemed present and permitted to vote at the virtual stockholder meeting is a stockholder or proxyholder; · Maintain a record of ...

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Delaware Proxy Statement