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SEC Form PRE 14A, also known as a preliminary proxy statement, is a form that is filed with the Securities and Exchange Commission (SEC) when a company holds a shareholder vote is required on an issue not related to a contested matter or merger/acquisition.
A proxy statement is a document that public companies must provide their shareholders prior to a shareholder meeting. The Securities and Exchange Commission (SEC) requires companies to file their proxy statement in compliance with Schedule 14A. Companies file proxy statements on a Form DEF 14A.
A proxy statement generally includes the names and short biographies of individuals on a company's board of directors, including those who are running for reelection and new candidates chosen by the board's nominating committee.
Some important rules are: Corporations must submit their proxy statements annually as form DEF14A. Corporations registering securities under Section 12 of the Securities Exchange Act must send a proxy statement before their annual shareholder meetings. Regular and special meetings require proxy statements.
The e-proxy rules limit the content of the Notice of Internet Availability of Proxy Materials, but expressly permit information required to be included in a notice of a stockholders meeting under state law.
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.
SEC Proxy Filing Requirements File proxy card, Notice of Internet Availability and other soliciting materials with the SEC. ... Submit annual report on EDGAR. ... Ensure clarity on the proxy card. ... Provide management's opposition statement to shareholder proposal proponents. ... Updates for universal proxy.
A proxy statement is a document provided by public corporations so that their shareholders can understand how to vote at shareholder meetings and make informed decisions about how to delegate their votes to a proxy.